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ROLTA INDIA LIMITED

ANNUAL REPORT 2008-09

There is nothing more marvelous than thinking of a new idea. There is nothing more magnificent than seeing a new idea working. There is nothing more useful than a new idea that serves your purpose.
Edward De Bono

Contents
Vision and Mission Chairman's Statement Rolta is a leader Rolta starts with ideas Rolta is shaping the future through technology Collaborative Partners Breakthrough Insights Global Expertise and Relevance Rolta Stands Apart Enterprise Geospatial Information Solutions Business Group Defense & Homeland Security Enterprise Design and Operation Solutions Business Group Enterprise IT Solutions Business Group Shareholder Information EVA, Brands & HR Valuations Ratios and Ratio Analysis Directors' Report Corporate Social Responsibility Auditors' Report on Consolidated Financial Statements Consolidated Financial Statements (Indian GAAP) Consolidated Balance Sheet & Profit and Loss Account (US$) Section 212 Consolidated Financial (International Financial Reporting Standards) Auditors' Report on Abridges Financial Statements Abridged Financial Statement (Indian GAAP) Corporate Governance Risk Management Management Discussion & Analysis Directors' Profile Board of Directors Management Team Corporate Information 02 05 06 08 10 12 14 16 18 20 32 38 48 56 60 64 66 76 77 78 94 96 97 121 123 135 142 144 150 152 153 160

ROLTA

Innovative Technology

for Insightful Impact

Rolta Vision
To continuously INNOVATE and provide knowledge-based IT solutions that deliver remarkable INSIGHTS and lasting IMPACT in the way our world operates

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Rolta Mission
Develop INNOVATIVE solutions that dramatically change the marketplace Deliver valuable INSIGHTS that enable the best decision making Create relevant and measurable IMPACT by always executing with the end result in mind

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Chairman's Statement
At times, fate, history, policies, actions and emotions, all meet to shape a momentous turning point in man's unending search for economic growth. So it was in the previous year we witnessed an unprecedented global economic meltdown. In an increasingly globalised world with free capital flows, countries, even outside of the developed economies were significantly affected with growth rates in nations like China and India also falling sharply. Worldwide, Governments have responded to this crisis and it now does appear that the worst is behind us, stability is on the horizon, and economic growth is expected to revive slowly but surely. In these challenging times, Rolta has been able to perform reasonably well with consolidated revenues growing 28% and consolidated PAT at 27.4%. Our continued success over the past 27 years is fundamentally due to a clear focus and strategy of constantly reinventing and transforming ourselves. We have consciously embraced change and simultaneously leveraged our inherent strengths. In other words, we have retained the best while reinvented the rest. Our sustained growth comes from the fact that Rolta businesses are not me-too in character. Using specialized domain knowledge, we have always looked beyond immediate opportunities and built businesses with a long term potential. As a conscious approach, we start with ideas. Ideas for our customers' unique opportunities. Ideas that result in Innovative technology. Innovative technology that provides breakthrough Insights. Breakthrough Insights that significantly Impact our customers and help them reshape their businesses. We believe that 'information' should not be confused with knowledge. If we stopped at information, we would be like everyone else. We are different. In our ongoing journey, we are reinventing the 'I' in 'IT' especially over the past 18 months, we have focused on transforming our offerings. Rolta now provides incomparable solutions based on a unique combination of its own intellectual properties, which are built on technologies that have been developed in-house and acquired from world's leading companies, and comprehensive services. This unique Rolta ability of providing innovative solutions that extract meaningful insights from information and provide a deep impact, has resulted in Rolta becoming a market leader, in its focused segments, in India and a major player, worldwide. Rolta solutions, now, simplify the intricacy of technology and the complexity of operational decisions. For example, ROLTA Geospatial FusionTM is an exceptional solution that enables instantaneous fusion of various disparate geospatial and non-spatial databases and software applications for generating real time reports resulting in the implementation of a comprehensive decision support system for large organizations. Similarly, cutting-edge, Rolta Earth Sciences solutions provide next generation Geo-imaging and Photogrammetry capabilities like knowledge based and neural-network classification and automatic change detection. ROLTA OneViewTM is a very distinctive offering for process and power industries that provides operational excellence and high reliability. ROLTA iPerspectiveTM (patent-pending in US) brings data integration to life, by making information stored in disparate databases and heterogeneous platforms securely available and re-usable across the enterprise. Over the years, Rolta has built a solid business that reflects its established track record, empowered people, domain knowledge, world-class infrastructure, enduring partnerships, exceptional IPRs and healthy financials. As a result, our capabilities have expanded significantly and Rolta today serves markets that are much larger than ever before. We believe that we will continue to grow significantly, thanks to our strategic positioning in specialized markets i.e. Defense, Security, Government and Infrastructure, which are expected to remain strong for decades. These markets represent some of the most stable customers in the world with strong cash flows and the ability to fund their own investments. At Rolta, we envision a better future and then design technology to create that future. This is what makes Rolta a different kind of company. Not an Information Technology company, but a company that always goes above and beyond. Beyond information.

Chairman & Managing Director

K. K. Singh

October 22, 2009

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If ROLTA had stopped at information, it would be like everyone else

ROLTA is not like everyone else.

ROLTA is a leader.
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Rolta's unique ability in providing innovative solutions that extract meaningful insights from information, resulting in deep impact, has resulted in Rolta becoming a market leader in its carefully selected business segments, in India and a major player, worldwide. The Company's sustained growth comes from the fact that its businesses are not me-too in character. Using specialized domain knowledge, Rolta has always looked beyond immediate opportunities and built businesses with a long term potential. Rolta has over the years transformed its offerings and now provides exceptional solutions based on a unique combination of its own IPR (built on technologies that have been developed inhouse and acquired from world's leading companies) and comprehensive services. These innovative solutions solve real-world problems and make an insightful impact in it's customers' environments. In the Geospatial business, Rolta enjoys a market share of over 70% in India, for segments such as Infrastructure, Telecom, Electric, Airports, Urban Development, Town Planning and Environmental Protection. Rolta is also one of the major providers of Geospatial services in the world. The Company continues to lead this market segment by being a thought leader and providing very unique solutions, like ROLTA Geospatial FusionTM. This distinctive solution enables instantaneous fusion of various disparate Geospatial, non-spatial databases and software applications, for generating real time reports, resulting in implementation of an exceptional decision support system for large organizations. Rolta's Geospatial based 'Operations,' 'Intelligence' and 'Logistics' solutions have been adopted as the standard by Indian Armed Forces, resulting in a dominant market share. These solutions, based on Rolta IPR that covers the full spectrum of Earth Science applications; have been deployed across the country and are being used by thousands of users in active operations. Rolta's Joint Venture with Thales, France Rolta Thales Ltd. (RTL) has significantly expanded the Company's capability to provide state-of-the-art C4ISTAR solutions. Combined with the award of Industrial Licenses for manufacturing Defense equipment, Rolta is uniquely positioned to addressing critical multi-billion dollar modernization programs of the Indian Armed Forces, like Battlefield Management Systems, Tactical Communications Systems and Digital Soldier Systems. Building on its own technologies and those available from RTL, the Company has introduced comprehensive and uniquely integrated solutions for the Homeland and Maritime Security markets, which enable various security agencies to proactively address and mitigate security threats. In the Engineering Design and Operations (EDOS) domain, Rolta enjoys a market share of over 85% in India for Engineering Design Automation and is one of the major

services providers worldwide. The Company's unique combination of Engineering and IT expertise enables it to provide comprehensive solutions to EPCs and OwnerOperators, from 'concept to completion' and then for ongoing operations. For example, ROLTA OneView enables OwnerOperators throughout the process and power industries to view plant operations as one fully connected ecosystem and provides operational and reliability excellence. This solution is field proven and deployed successfully in multiple refining facilities of one of the world's largest oil companies. The Company's Joint Venture with The Shaw Group Inc. Shaw Rolta Ltd. (SWRL), continues to grow from strength to strength. Rolta is very well positioned to take advantage of opportunities opening up in the Indian nuclear power sector, by leveraging the strengths of SWRL and The Shaw Group Inc., a world leader in this field. The Enterprise Information Technology Solutions (EITS) portfolio has undergone a paradigm shift during the year. The Company now addresses the enterprise-wide end-toend needs of organizations, with its comprehensive range of solutions and services for large-scale ERP applications, sophisticated Database requirements, Business Intelligence (BI) and Agile SOA implementation that includes Enterprise Applications (EA), Business Process Management (BPM) and Governance.
TM

Leadership
through innovation, insights & impact
For example, ROLTA iPerspectiveTM (patent filed in the US), and ROLTA SOA TodayTM allow Enterprises to quickly bring corporate strategy in line with business user needs while modernizing/upgrading their IT systems. By uniquely making information stored in disparate databases and heterogeneous platforms securely available and reusable across the enterprise, the solution provides a practical and cost-effective means to users to exploit the wealth of data locked up in their IT infrastructure and brings tremendous value to stakeholders. In recognition of its leadership, Rolta has been a recipient of numerous trade and industry awards. Forbes Global has ranked Rolta amongst the "Best 200 under a Billion" for four times in six years. Rolta has been included in the S&P Global Challengers ListTM 2008, by Standard & Poor's. This List identifies 300 mid-size companies worldwide that have shown the highest growth characteristics along dimensions encompassing intrinsic and extrinsic growth. Rolta will continue to innovate, offer insights and provide measurable impact, so that its stakeholders continue to benefit from its leadership position.

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ROLTA starts with ideas.


Ideas for its customers unique opportunities. Ideas that result in new technology. Ideas that use technologies in a way that is unique to ROLTA

ROLTA is innovative with technology.


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At Rolta, innovation is at the center of everything it does. The Company is relentless in its quest to provide truly valuable solutions for its customers, based upon its Intellectual Properties and market leading technologies. Solutions that simplify the intricacy of technology and the complexity of operational decisions. Rolta has built a culture of innovation based upon exceptional employee talent, strategic alliances and focused investments. Information helps inform. Insights transform business. At Rolta, information alone doesnt mean much. The Company is driven to unlock previously inaccessible data and innovatively combine streams of information in a structured and visual way to constitute key business insights that transform decision making. Innovative technology itself is not the end game. Its what technology does that matters. Rolta makes sure that its solutions deliver meaningful impact to its customers businesses. It strives for it, it engineers how to deliver it and it remains unsatisfied until it can measure the results. Ever since its inception, Rolta has believed in being a pioneer in the markets it serves and has sustained its pathbreaking position in an uncompromising business environment by prudently leveraging its unique domain knowledge. It has institutionalized transformation of knowledge into assets, which are, shared, exchanged and invested for continuous returns. It has evolved a highly successful and time-tested strategy for gathering and disseminating knowledge across its employees. Rolta's competent knowledge management processes ensure that its businesses will continue to grow and strengthen the Company's position in a competitive market place. Knowledge management at Rolta is driven by a significant role for investments in Research & Development (R&D) enabling the company to develop IPRs that uniquely address the challenges of an ever-changing business environment. At Rolta, there is a strong emphasis in the absorption of the technologies developed and acquired; a selective evaluation of emerging technologies; the prudent identification of gaps between market requirements and available technologies; resulting in the development of innovative interlinked processes and enhancement of Rolta's knowledge pool. At Rolta, knowledge is not locked in the minds of a few. It is liberated as soon as it is created. Knowledge is continuously passed on to employees along with specific technology and domain specific training, to renew their competencies and skills. After successful completion of each project, its best practices are pooled and translated into a comprehensive training program and imparted to all its engineers. This makes every subsequent similar project better in quality and quicker in execution. Rolta trains its engineers on a

range of technology skills and makes them undergo rigorous internal certifications and skill enhancements, which builds not only their proficiency, but also credibility amongst its customers. In response to the markets ever changing needs and to fuel the Companys growth momentum, Rolta continues to consciously focus on acquiring companies with world-class IPRs, pure technologies and transfer of technology from its diverse partners, to constantly move up the value-chain and provide a better value proposition to its customers.

Reinventing the I in IT
Over the years, Rolta has developed thousands of exceptional registered IPRs. These highly valuable IPRs have enabled the Company to not only provide its services more cost effectively, but also provide a competitive advantage while offering complete solutions. The Company has transformed itself from being largely a comprehensive services player to an integrated solutions provider, based on Roltas IPR. To ensure that Rolta is able to stay at the cutting-edge of technology, the Company has set up state-of-the-art Centers of Excellence worldwide, equipped with infrastructure and facilities that match global norms. These Centers provide the necessary combination of infrastructure, domain expertise and specialized skills to develop unique market oriented solutions. The Companys world-class international accreditations include: ISO 9001:2000, ISO/IEC 20000-1:2005 and ISO 27001:2005. The company was assessed at Maturity Level 5 of the Capability Maturity Model Integrated CMMI SW Ver 1.1 in 2006. Rolta is now engaged in upgrading to Maturity Level 5 of Ver 1.2. Few companies worldwide have the specialized domain knowledge that Rolta possesses. Knowledge that's been developed through resident expertise, acquisitions and the strengths of its global technology partners. Knowledge that has been honed due to its own vast experience of meeting customer needs for over two decades across the globe. Rolta's ability to constantly transform and re-invent itself, to remain relevant in the face of relentlessly changing technologies & market needs and yet remain focused on its core competencies is the fundamental reason for the Company's long-term success. Rolta will continue to innovate, offer insights and provide measurable impact, so that its stakeholders continue to benefit from its knowledge and technology.

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People with innovation in their blood.

ROLTA is shaping the future through technology.

ROLTA believes that information should not be confused with knowledge.

A belief that is the foundation of its growth.


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People are at the heart of Rolta. Roltaites take static information and transform it into dynamic insights. Insights that lead its customers to make insightful decisions. Insightful decisions that deliver lasting impact. Leveraging information, transforming knowledge and building innovative solutions, is a challenge every Roltaite cherishes. Thinking ahead innovatively and creating new solutions from existing information is ingrained in the people at Rolta. Over the years, Rolta has evolved along with its people, its core strength and the cornerstone of its success. Rolta is managed by a committed team of professionals consisting of domain experts, engineers, finance, marketing and management professionals, most of who have remained and grown with the company for over a decade. Rolta has protected its rich intellectual capital with a very low attrition, incentivized through a remuneration structure that is at par with industry standards and benchmarked to the requirements of a dynamic marketplace. A series of regular formal and informal meetings and reviews fosters closer interpersonal communication and blurs the lines of domains and markets between the various teams. This promotes a homogenous culture based on the principles of learning, sharing and caring. Rolta has constantly evolved its workplace to ensure that it remains the employer of choice, and attracts the best available talent with an objective of further enhancing its capability to innovate and deliver insightful solutions. This way, Rolta remains the solution provider of choice, for the market segments that it addresses. This was validated recently by the Dataquest-IDC IT Best Employer's Survey 2009, where Roltas Human Relations (HR) was recognized as the best in the industry and was ranked 1st amongst a wide spectrum of IT companies in India. Rolta was ranked 3rd Best Employer in the Indian IT sector in the overall ranking. This ranking was based on a composite score for HR and Employee Satisfaction. The Survey was conducted in the form of personal interviews with over 2,900 employees from numerous leading organizations. Rolta has improved its standing from a commendable 4th position in the previous year. The survey also ranked Rolta amongst the Top 3 in parameters such as Culture & Environment; Job Content / Growth Opportunity; Training, Salary & Compensation; and Leadership & Colleagues. In ranking Rolta, Dataquest-IDC stated, As the company has been serving the high-end of the value chain and is getting into unique business areas through recent acquisitions, it is focusing on imparting knowledge on cutting edge technology and sharing its business acumen with the new entrants.

Rolta has a philosophy of promoting from within the workforce, supplemented by specialists as needs arise. More than 75% of the 4,500+ company's professionals are equipped with relevant engineering, postgraduate or PhD degrees, necessary to deliver competent customer solutions, and over 25% of these professionals have more than 15 years of relevant experience. To continue to motivate these highly-charged individuals, Rolta has instituted dynamic performance incentives for higher productivity, and has in place an attractive Employees Stock Option Plan scheme. A continuous training, cross-training and skill updation discipline has helped build skills / expertise in line with the evolving demands of the marketplace. This has contributed in creating an environment of motivated professionalism among Roltaites, thereby enhancing employee satisfaction and retention. Rolta invests continually in providing domain specific and technology training to its engineers, based on IPRs that have been developed in-house, acquired from around the world and from its partners, thereby continuously honing the skills of its engineers, leading to a constant build-up of expertise. Rolta trains its engineers on a range of technology and domain skills to fulfill its customers' demanding requirements. Commitment, motivation, enthusiasm and willingness to go the extra mile, represent the characteristics of a typical Roltaite. Rolta continues its endeavor to motivate every Roltaite to contribute even more through a workenvironment that fosters creativity and innovation. Rolta has significantly strengthened its managerial teams worldwide by inducting very high caliber professionals in management positions in various geographies and vertical segments.

create a lasting impact


The company possesses more than 11,000 person-years of management experience and more than 42,000 personyears of overall experience. According to the latest report, Rolta's Human Resources are valued at Rs.136.44 Billion (details available elsewhere in this report). Roltaites will continue to innovate, offer insights and provide measurable impact so that its stakeholders continue to benefit from their skills and expertise.

Roltaites

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Collaborative Partners
ROLTA joins forces and collaborates across the world to develop the best solution possible.

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Rolta firmly believes that it will be able to achieve its goals by adopting a partnership-driven approach that includes not only organic growth, but also strongly focuses on joint ventures and acquisitions. Rolta's leadership across various businesses segments is a result of its strong partnerships with world leaders and key acquisitions. This strategic approach has helped transform the Company, enabling it to deliver stronger customer value and strengthening its presence in a competitive marketplace. Over the years, Rolta has established strong partnerships with industry leaders. These partnerships have helped Rolta develop a deep understanding of international geographies constantly evolving technologies to capture the higher end of the value chain and provide unbeatable solutions to customers. Shaw Rolta Ltd (SWRL), Rolta's Joint Venture with The Shaw Group, USA, one of the world's leading Engineering, Procurement and Construction (EPC) companies, provides engineering, design, procurement and construction management services for large projects in the oil, gas, refinery, petrochemical, conventional and nuclear power sectors. SWRL builds upon The Shaw Groups technology innovation and prowess in addressing these sectors and is also very well placed to capture the huge opportunities from the emerging nuclear power sector by leveraging the strengths of The Shaw Group, a world leader in nuclear power, who also has a strategic stake in Westinghouse a world leader in manufacturing nuclear reactors. Rolta Thales Ltd (RTL), Roltas Joint Venture with Thales, France, provides state-of-the-art C4ISTAR and GOVINT systems. Thales is a world leader in mission-critical information systems for the Aerospace, Defense and Security markets. Leveraging Roltas dominant position in the Indian market, its Defense Industrial Licenses and taking advantage of transfer of technology from Thales, RTL is strongly positioned to address the significantly large markets in India and internationally. Roltas acquisition strategy is clear and focused. It will acquire companies, business divisions or technologies that are at the cutting-edge, synergistic with its lines of businesses, have an established track record, give Rolta access to new markets, are culturally compatible, enable the Company to move up the value chain and are accretive to shareholder value. In line with this philosophy, Rolta has made various strategic acquisitions. For example, the Company acquired Orion Technology Inc., a Canadian software and integration company specializing in Enterprise web-GIS solutions. This acquisition enables Rolta to distinctively position itself as a provider of spatial integration consulting, software, and implementation services for global markets; for customers who have a growing need for innovative, web-based, platform-neutral Geospatial solutions to efficiently integrate their GIS resources to meet the information needs of their constituents.

The Companys cutting-edge Earth Sciences solutions are based on an exceptional combination of Roltas existing repository of Intellectual Property (IP) and key technologies acquired at the source code level from various

with world leaders


companies worldwide. Roltas Earth Science solutions provide some of the most advanced geoimaging and photogrammetry capabilities, including knowledge-based and neural-network classification, automatic change detection and next generation stereo imagery ingestion, triangulation, DEM, orthophoto generation and map finishing, from multi-sensor satellite and aerial imagery. Through the acquisition of TUSC, a US based company having a global reputation as a source of unsurpassed expertise in high-end consulting for large-scale ERP applications, Fusion Middleware and core Database Technology based on Oracle Applications; the Company not only gained significant expertise, but also acquired advanced Intellectual Property, such as for data mining, visualization, instant SOA, etc. The acquisition of WhittmanHart Consulting (Infinis), the consulting Division of WhittmanHart Inc., has brought considerable strengths to Rolta, due to its established track record in Oracle's Hyperion products and major focus on Enterprise Performance Management (EPM), thereby strategically positioning the Company to address the Business Intelligence domain on the Oracle database and applications layers. With the acquisition of Piocon Technologies Inc., Rolta has acquired a comprehensive decision support platform and modules that enable executives to transform their organization from isolated and reactive groups into integrated cross-funtional and collaborative problem TM solving teams. ROLTA OneView delivers innovation, insights and impact for refining, upstream oil, petrochemical and power industries, by collecting, cleaning and sharing asset performance data. Rolta has uniquely combined the IPRs it has gained due to these acquisitions, not only with its existing bank of IPRs, but also with each other, to introduce state-of-the-art and unique solutions for the markets it addresses. ROLTA TM Geospatial Fusion is a typical example of a solution that combines technology from within Rolta and various acquired entities to deliver an unbeatable value-proposition for customers. Rolta will continue to innovate, offer insights and provide measurable impact so that its stakeholders continue to benefit from its partnerships and acquisitions.

Partnership

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Breakthrough Insights
ROLTA delivers insights that have the power to significantly impact its customers and reshape their businesses
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Rolta creates relevant and remarkable solutions, by unlocking inaccessible information, transforming it and bringing insights. Through the breadth of its expertise and the depth of its knowledge of its customers businesses, Rolta delivers solutions that lead to superior decision making that have meaningful impact. This is what makes Rolta invaluable to its customers. Rolta's ability to combine and transform its domain knowledge, IPRs and deep understanding of customer needs into innovative solutions, enables it to meet the most demanding mission-critical requirements of the segments it serves, worldwide. Since its inception, Rolta has earned an enviable reputation for path-breaking solutions, provided to a wide crosssection of conglomerates across the globe, from Fiji in the east, to the US in the west. Rolta's remarkable successes in such projects, has resulted in a slew of new project wins across the global market and an envious dominating presence in the domestic market. Rolta has judiciously invested in people, technology & infrastructure to exploit & serve emerging opportunities. Rolta operates at the high-end of the value-chain by focusing its resources on its customers mission-critical projects. Rolta provides catalysts for raising productivity within its customers environments, thereby transforming their business. The Company goes much beyond providing contracted deliverables and works shoulder-to-shoulder with its customers on their live projects for timely execution, so that they derive full value out of their investments. Rolta's deep insight into its customers needs have enabled it to recommend solutions and services that represent attractive long-term value, as opposed to temporary, quick fix alternatives. Rolta's widespread operations have firm roots in India and it draws its strengths from a dominating presence in the vast home market. This empowers it to sharpen, enhance and transform its offerings for the international markets and also judiciously optimize resources across operations. Rolta derives over 50% of its revenues from the domestic market. This enables Rolta to participate in India's growth story and mitigate currency risks. More importantly, Rolta offers mission-critical solutions in the Infrastructure, Power, Oil & Gas, Utilities & Transportation and Defense & Homeland Security sectors, which are not only insulated from slowdown, but are also poised for high capacity growth in the coming years. Rolta enjoys long-term relationships with its customers. Many have been with the company for over two decades. Not only have these customers given repeat business year after year, they have also served as excellent reference sites for new business, by being extremely appreciative of products and services provided by Rolta. Rolta's solutions and rigorous quality control processes have ensured that projects are completed to exacting specifications - ahead of schedule. The result: Rolta provides tremendous value and enjoys long-term

relationships with its customers. Today Rolta has a huge base of satisfied customers and has executed multi-million dollar projects in over 40 countries. Over the years, Rolta has earned an enviable reputation for path-breaking solutions it has provided to a host of global customers - a virtual Who's Who of leaders in their respective fields: 3M , AAI, ABB-Lyondell, ADNOC, Air Liquide, Aker Yards, Alsthom Power, American Express, ARAMCO, ATOS Origin, BASF, Bayer, Bechtel, BEST, Bell Canada, BHEL, British Telecom, BSNL, CEGELEC, CWC, CESC, Chevron, CSEB, Department of Defence, Devon Energy, DRDO, Deloitte and Touche, Doosan, Dow Chemicals, Dow Corning, Emerson Process, Enerco Gas, EIL, E-ON, Equate Petrochemicals, Essar, Estee Lauder, EBM, Endurance, Entegee, Euro Bank, Exim Bank, Exxon Mobil, Federal Reserve Bank, Forest Survey of India, FEDO, Fiji Telecom, Florida Power & Light, Flour Daniel, Fujitsu, Greenville Utilities Commission, Greater Bay Bancorp, GE GASCO, Georgia Power, GT Oman, GPCB, Hitachi Data Systems, Hoechst Celanese, HPCL, HSBC, IDBI bank, Indian Air Force, Indian Army, Indian Navy, IOCL, Jacksonville Electric Authority, Jacobs H&G, John Deere, John Hopkins, Jubail, Kashima Oil, KNPC, Kvaerner, Louisville Gas & Electric, Logitech, L&T Group, Lanzou Petrochina, Linde, Litwin, Lurgi, Ministry of Defence India, Ministry of Interiors Saudi, Mitsui, Montana Dakota Utilities, MTNL, Mumbai Police, National Hydrographic Office, Natural Gas Corporation of New Zealand, NanaClot, National Gird, NRSA, Northop Grumman, Nova Chemicals, NPCIL, NTPC, Oman Wastewater, Oranjewoud, ONGC, Orlando Health, Piedmont Natural Gas, Public Garden Department (Abu Dhabi), Purdue University, PDIL, Petrobras, Petrofac, Pfizer, QAPCO, Qatar Water, Q-Chem, Reserve Bank of India, Rexroth, Rochester Gas & Electric, Rockwell Automation, RJ Reynolds, Rajasthan Police, Reliance Industries, Reliance Infrastructure, Rolls Royce, Sharq, KSA, Saipem, Samsung, Saudi Electricity Company, Saudi Telecom, Shell, Siemens PG, SITA, SNC Lavalin,

Customer success
is Rolta success
Southern Bell Corporation, Sprint EMBARQ, Statoil, Sumitomo Chemicals, SUNCOR, Survey of India, Tata Chemicals, TD Bank, Time Warner, Triune, Turner Broadcasting, TCE, Technip, Tecnimont ICB, Telus, Thermax, Toronto Hydro, Torrent Power, Toshiba, Toyo, UK Ordnance Survey, United Airlines, United Olefins, US WEST, Vito Engineering, Valdel, Verizon, Vodafone , Walmart, Webasto, WGI, York International, Yansab, and many more companies worldwide. Rolta will continue to innovate, offer insights and provide measurable impact so that its stakeholders continue to benefit from its strong customer base.

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Global Expertise and Relevance


World-wide presence adds tremendous value to customers business no matter where they are.

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Founded in 1982, Rolta has from the very beginning understood, accepted and implemented the basic tenet of transformation: "change is the only constant". Through the intelligent extension of the expertise and knowledge acquired in one business, Rolta has successfully launched new businesses. This is a Rolta specialty. To remain relevant, the Company has continuously transformed - from being a data processing center in its infancy; to providing onsite software services in its early years; to pioneering and leading the CAD/CAM/GIS market in India; to being amongst the top players in providing Geospatial and Engineering services globally; to dominating the Indian GIS, EDA and Defense Geospatial markets; to acquiring specialized technologies and strategic companies/divisions; and to now becoming a strong player in the Infrastructure, Government, Defense & Security markets by providing innovative solutions based on Roltas IPR. Rolta has always looked beyond immediate opportunities of the moment to create businesses with long-term prospects and relevance. Rolta has built a solid business that reflects its established track record, empowered people, domain knowledge, world-class infrastructure, enduring partnerships, exceptional IPRs and healthy financials. Over the years, Rolta's capabilities have expanded significantly, and as a result the Company today serves markets that are much larger than ever before. As customer requirements have evolved, the character of Rolta's business has also transformed from largely a comprehensive services provider to an integrated solutions provider, based on its own IPR, encompassing a customer's comprehensive enterprise wide needs, from concept-to-completion. To sustain India's strong GDP growth, investments in India's infrastructure are expected to exceed US $ 1 Trillion in the mid-term. Geospatial technology and data will be required to play an important role for development, especially in sectors such as airports, ports, highways, bridges, town planning, municipal, environmental, utility distribution, etc. With its leadership position in the Geospatial segment and its unique IPR, Rolta is very well positioned to address this large opportunity. The Indian Defense and Homeland Security sector has emerged amongst the top spenders worldwide, with CAPEX over the next 5 years estimated at US $ 50 Billion. Rolta is now addressing huge opportunities arising from the key modernization programs of the Indian Armed Forces, Para-Military, Police Forces and Maritime Agencies. Rolta's dominant position in the market, combined with the strengths of its Joint Venture with Thales puts it in an extremely unique position to address these strategic

programs. A major focus of the Ministry of Defense is the identification of local industries for indigenized production, and with the award of Industrial Licenses to Rolta for manufacturing Defense equipment, necessary steps are being taken to move forward in addressing additional opportunities, especially for sophisticated equipment and systems in Maritime, Aerospace, Electronic Warfare, Optronics and Communications. Both, conventional power generation and refining capacities are expected to double in the next decade, in India. Additionally, it is envisaged that almost 40,000 MW of power generation capacity will be added through nuclear energy in India. Business Monitor International reports that over a 10 year period ending 2018, Oil production will increase 12.3%, while Oil consumption will increase 46.8% and Gas production 67.3%, in India. Rolta is uniquely positioned to address the huge opportunities in these sectors, by capitalizing on its unique solutions for owner-operators and by leveraging the JV it has with The Shaw Group. The Shaw Group is a world leader in nuclear power and is executing multiple projects to build and maintain nuclear power plants in US and China.

key to success
According to a recent NASSCOM report, the local Indian IT services market is estimated at US$ 50 Billion while the off-shoring market is estimated at US$ 175 Billion by 2020. Outsourcing of Engineering services is expected to cross US$ 60 Billion by 2020. Rolta's acquisitions over the past couple of years, its resultant global footprint and track record, along with its innovative off-shoring model give the Company a unique positioning in this large market. Rolta's pipeline of opportunities is growing and its achievements have positioned the company at the threshold of a new growth era. There has been reasonable all round growth in the Company's Revenue and Profitability, year-on-year. Consolidated Revenue has grown by 28.0 % from Rs. 10.72 Billion to Rs. 13.73 Billion in 2009; Consolidated Profit Before Tax has grown by 24.1% from Rs. 2.68 Billion to Rs. 3.33 Billion in 2009; while Consolidated Profit After Tax has grown 27.4 % from Rs. 2.30 Billion to Rs. 2.94 Billion in 2009. Rolta's cash in hand as on June 30, 2009 was over Rs. 1.73 Billion. Rolta will continue to innovate, offer insights and provide measurable impact so that its stakeholders continue to benefit from the opportunities ahead of Rolta.

Relevance

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At ROLTA, we envision a better future, and then design technology to create that future.

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This is what makes ROLTA a different kind of company.


Not an Information Technology company. But a company that always goes above and beyond. Beyond information.

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Enterprise Geospatial Information Solutions

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Innovation Technology
Rolta envisions a world where spatial data, business data and analysis converge, without the nightmare of custom programming and replacement of legacy applications. A world in which businesses assimilate, analyze and visualize complex relationships, operational status and trends in seconds, not days. A world in which information accessibility is no longer the constraint to informed decisions. This is the world of remarkable technology innovation, a world enabled by Rolta's Enterprise Geospatial Information Solutions.

Insights Technology
Rolta understands that insights happen when you can see the world differently. Rolta specializes in the convergence of spatial data, imagery, business data, network topologies, asset data, operational status and event data. As these typically diverse and isolated information sources are converged, new relationships emerge, new patterns and trends are visible and new levels of real-time operation decisions are made possible.

Impact Technology
In our physical world, a huge impact can be created when a sufficiently large object traveling at a high rate of speed is TM exactly focused on a target. ROLTA Geospatial Fusion provides impact for business and governments. Spatial and business information convergence amplifies the insights that can be visualized. The speed of decision making is accelerated because of Rolta's integration technologies and the rapid configurability of its solutions. Benefits are TM realized as organizations use ROLTA Geospatial Fusion to focus on gaps in operational work processes.

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Rolta provides dramatic insights through innovative fusion of business & spatial information.

At all levels, decision makers today, need Geospatial information, based on updated and readily available data and maps to make effective decisions for decisive action. Data, information and knowledge are fundamental to information economy. They offer additional value and greater applicability when they can be represented spatially. Digital maps provide speedy access, analysis and management of spatially referenced information. Enterprise Geospatial Information Solutions (EGIS) are no longer tools only for technology specialists, but have become critical for decision making across various types of organizations. Governmental agencies use enterprise data in a spatial context to make intelligent operational decisions. This leads to governments that run more efficiently, with an enhanced ability to effectively manage assets, reduce risk, comply with regulations and oversee their fiscal responsibilities. For example Utility and Communication services are improved through spatial intelligence and the accuracy of network infrastructure documentation; Economic Development Agencies are enabled to attract new businesses and establish a competitive position based upon the power of spatially integrated information; Transportation and other infrastructure-focused agencies are empowered through spatial intelligence to improve the management of capital projects and assets. Heterogenous business processes across various divisions of an enterprise are becoming increasingly interdependent. Users from various sections are demanding that information

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residing in disparate data sources and platforms, be presented in a comprehensive & meaningful fashion, consequently, enabling more effective decision-making. There is an increasing need for such information to be required to be Geospatially referenced as well, in order to facilitate assimilation of complex business intelligence data. What is, therefore, needed is a fusion of Geospatial data with relevant non-Geospatial information, and then to present user-specific results over the enterprise-wide Intranet, or over the Internet. This approach is relevant to all types of enterprises, especially in Defense, Government, Infrastructure, Transportation and Utilities, etc. The breadth of Roltas Enterprise Geospatial applications is continually expanding to encompass newer areas. Today, Rolta EGIS solutions are being increasingly exploited for myriad uses. From modeling urban environment, transportation corridors, land-use analysis and tax management, to mapping flood plains, assessing geological hazards, crop monitoring, watershed management, etc. Rolta's innovative solutions enable customers to extract insights through a spatial view of business and operational data. These insights generate a significant impact on operational performance. Through innovative fusion of business data and spatial information, Rolta provides new insights that strengthen strategic and operational decisionmaking and deliver great impact to a diverse range of user agencies. ROLTA Geospatial Fusion , based on the Company's own IPR, is an innovative, world-class solution and framework, which fuses the information, applications and processes of an enterprise into a seamless, cohesive solution. Geospatial Fusion extends the value of legacy systems, GIS and existing investments in data and enterprise business applications by enabling cross-functional integration and creating spatial business and operational intelligence. By bringing together information that was previously hidden, and by making it available in a context appropriate for any
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level of decision-making, performance can be measurably improved. This high-impact solution complements traditional data warehouse systems by eliminating data redundancy and providing information from enterprise systems whenever it's required. The configurable capability of ROLTA Geospatial TM Fusion supports a rapid prototyping approach that provides immediate results through incremental development. The Geospatial Fusion framework configures quickly and combines the capabilities of available commercial GIS and business systems with Rolta's unique integration technologies, ensuring rapid deployment. The Company's cutting-edge Earth Sciences solutions are based on an exceptional combination of Rolta's existing repository of Intellectual Property (IP) and key technologies acquired at the source code level from various companies worldwide. Rolta Earth Science solutions provides some of the most advanced Geoimaging and Photogrammetry capabilities, including knowledge-based and neural-network classification, automatic change detection, next-generation stereo imagery ingestion, triangulation, DEM, orthophoto generation and map finishing, from multi-sensor satellite and aerial imagery. Rolta provides specialized services and solutions for data capture and integrity checks, especially for Remote Sensing based thematic mapping using multispectral and hyperspectral satellite data, Photogrammetric mapping using aerial and multi-spectral satellite images, and LiDAR processing. Other solutions and services include 3D Terrain modeling, orthophoto creation, digital cartography, base map creation and updation, 3D GIS creation, analysis and visualization, etc. In the EGIS segment, Rolta enjoys a market share of over 70% in India, and provides comprehensive solutions to verticals such as Infrastructure, Telecom, Electric, Airports, Municipal Urban & Regional Planning / Development, Environmental Protection. Rolta is also one of the major

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providers of Geospatial services worldwide. Rolta's GIS development centers in Toronto and Mumbai work closely together to continually innovate and enhance the Company's suite of EGIS solutions. Rolta's in-house Technology Laboratories enable the Company's software development professionals and technology experts to always have access to state-of-the-art hardware and software tools, and exposure to latest industry trends so as to ensure that Rolta's products remain at the cutting-edge. Rolta has executed several large value GIS projects in over 20 countries across the world, from the Fiji Islands to Hawaii. As a result, today Rolta has acquired a wealth of domain knowledge and experience in EGIS and is able to successfully execute even the most challenging of projects. Rolta, today offers high-end consulting services to enable customers to realize the most out of, not only their investments in GIS systems per se, but also through the integration with other enterprise systems. Rolta's delivery center in Mumbai is one of the largest GIS facilities of its kind, with a highly skilled and dedicated team of over 2,000 technical professionals, equipped with state-of-the-art GIS workstations and software and Photogrammetric mapping suites. Over the years, Rolta has exploited its extensive domain expertise to establish a library of over a thousand software toolkits for automation and quality assurance of the work-flows. Rolta has acquired a wealth of experience and an impressive track record in implementing sophisticated systems for telephone, electric, gas and water utilities as well as Government, municipal and transportation agencies in India and globally. Through innovative solutions, for example with TM ROLTA Geospatial Fusion , Rolta provides new insights that strengthen strategic and operational

decision-making and deliver great impact to a diverse range of governmental, utility, communications, economic development and transportation agencies. Today, with over several thousand man-years of Geospatial technology experience, Rolta is strongly positioned to provide high-value specialized EGIS solutions enabling it to make an unbeatable value proposition with the maximum possible impact on its customers around the world.

Customers
Rolta's customer base for the EGIS business group is spread over 20 countries worldwide. Rolta's customer list includes Dubai Municipality, Al Ain Municipality, Military Survey Abu Dhabi, Airports Authority of India, Civil Aviation (Abu Dhabi), Bahrain Telecom, BES&T, British Telecom, Bord Gais, Bell Canada, BSNL & MTNL, National Hydrographic Office, Danish Hydrographic Office, Canadian Hydrographic Office, Central Water Commission, CESC, City of Mainz, City of San Jose, City of Toronto, CSEB, Nasik Municipality, BMRDA, KNDA, BKDA, BDA and Dallas Aerial Survey, Enerco Gas, E-ON, Fiji Telecom, Survey of India, Forest Survey of India, Geological Survey of India, Georgia Power, Greenville Utilities Commission, Gujarat Pollution Control Board, Water & Land Management Institute, Government of Mizoram, GT Oman, Hong Kong Telecom, Indian Institute of Remote Sensing, Louisville Gas & Electric, Montana Dakota Utilities, Mumbai Police, Chandigarh Police , Rajasthan Police, Jammu & Kashmir Police, Natural Gas Corporation of New Zealand, National Remote Sensing Agency, ONGC, Oranjewoud, Qatar Water, Piedmont Natural Gas, Public Garden Department (Abu Dhabi), Qatar Water, Rochester Gas & Electric Service, Saudi Telecom, Southern Bell Corporation, Torrent Power, Toronto Hydro, Telus, United Pan-European Communication, UK Ordnance Survey, US WEST, Verizon, amongst others.

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Portfolio of EGIS

ROLTA Geospatial FusionTM solutions

Geospatial Communication Operations Support System Geocentric Executive Dashboards / Business Intelligence & Service Management Web Based Asset Management / Enterprise Data Access & Work flow Automation Mobile Geospatial Solutions Solutions for eGovernance including Customer Service / Public Interface Portals Spatial Visualization

Consulting and Customization

Utilities and Communications Environments & Transportation GIS Land Records & Land Information System (LIS) Municipal & Urban Development Planning Process Re-engineering Cross Platform data migration

Technical Services

GIS database Creation Database Modeling / Data Migration Thematic Mapping-Subsoil, Forest Cover, Land use, Zoning GIS Data Maintenance Managed & Subscription based GIS Services GIS Analysis & Document Management Map Chart Finalizing & Publishing

Rolta Photogrammetry and Imaging solutions

Aerial Photography (Digital and Analogue) Analogue Film Scanning Aerial and Satellite triangulation and block adjustment Base Map Creation and Updation - Satellite or Aerial 3D Terrain/Surface Modeling LiDAR Data Processing and Classification Orthophoto Creation Remote sensing Multi-spectral, and Hyper-spectral

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Defence and Homeland Security


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Innovation Technology
Rolta realizes that as the security environment evolves, new challenges will develop, and along with them the needs for attaining new capabilities. Geospatial information is indispensable for Defense & Security forces for intelligent, and updated situational awareness, during peace or war. Rolta's Military-off-the-Shelf (MOTS) solutions employ innovative technology linking operational needs with Geospatial data. Building on this foundation Rolta offers Command, Control, Communications, Computers, Intelligence, Surveillance, Target Acquisition and Reconnaissance (C4ISTAR) solutions for the complete 'sensor to shooter chain.

Insights Technology
In addition to conventional warfare, security forces across the world are now required to actively address counter insurgency operations. Every day, enemy forces and antinational militants are creating new and asymmetrical threats. Rolta has worked closely with the Armed and Security Forces for more than two decades and has gained tremendous knowhow and valuable insights of their specialized requirements, and knows what it takes to provide security agencies with the necessary support and technology.

Impact Technology
The tremendous insights gained from close proximity support in conflict zones under extremely demanding conditions have led Rolta to evolve its offerings into a range of C4ISTAR solutions to address the entire spectrum of challenges faced by the Forces and Security Agencies. Rolta has deployed mission-critical solutions that have empowered the Armed Forces and Security Agencies to succeed in their objectives of making the world a safer place.

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Assisting the Armed Forces with innovations & insightful solutions to gain an unbeatable advantage in the Digital Battlefield

Militaries across the globe have realized that it is not numbers and massing of forces which will ensure victory, but the side which can better harness technology enabling force multipliers, which emerges victorious. The era of Network Centric Warfare is here with its precision sensors, battlefield management systems and effectors. India is also looking to rapidly modernize its Armed Forces to derive the maximum benefits from state-of-the-art, cutting-edge Military technology and has increased its budget, for the Defense and Homeland Security segment, significantly. With the advent of Digital Mapping/Geographic Information System (GIS), the techniques employed in mapping have undergone a sea change. While earlier, maps were entirely based on traditional land surveying techniques; today the technologies of Aerial Imaging and Satellite Remote Sensing have revolutionized the techniques of mapping thereby generating a greater demand for Rolta's solutions. Military Commanders, now working in the "digital" battlefield environment, are utilizing Geospatial information, based on "intelligent" digital maps and Geospatial data, enabling them to make effective command and control decisions in the field. Thus, existing Geospatial data & technology in the Defense Forces, provides the very foundation on which the future C4ISTAR solutions would be built. Low intensity conflicts between terrorist/antinational elements are growing all over the world and India is one of the worst affected countries. The increasing instances of terror attacks in the metropolitan cities and rapid transportation systems that have been experienced in the past

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require measures of a more profound nature. They require solutions comprehensive in nature that would be able to detect intrusions through electronic sensors, receive and analyze all inputs received through diverse means in real time, extract the relevant information and produce it in the desired formats, alert the Security Forces and permit communications that are secure. With the increase in anti-national and terrorist activity in urban areas, the Ministry of Home Affairs has launched a Police Modernization program to ensure that the State Police are equipped to handle such situations. Along with the land borders, India's vast coastline of 7,500 kms also needs to be protected. The Coastal Police, Coast Guard and Navy complement each other in providing comprehensive Maritime Security. The Ministry of Defense's policy regarding "offsets" makes it mandatory for foreign organizations supplying defense equipment above certain threshold values to undertake obligations to obtain equipment/services from Indian companies up to a percentage of the contract value. This provision will further drive up the demand for defense related solutions and services provided by Rolta. As a dominant market leader for Defense Geospatial solutions in India for over two decades, Rolta today has a deep understanding of the operational environment of the Forces and continues to design innovative solutions. Rolta has worked closely with the Army in warlike situations and provided support under extremely demanding conditions. Rolta's strength lies in its level of commitment, as was demonstrated by its participation in the Army's "Operation VIJAY", "Operation PARAKRAM", and in several other major exercises. In response to increased demand from the Forces for advanced MOTS systems, Rolta has lined up an impressive array of highly responsive and reliable systems for Defense & Homeland Security environments. These rugged field-tested solutions meet and exceed the most

exacting of the norms prescribed by the Forces/Security agencies. Rolta is uniquely positioned to offer solutions covering the entire range of Command, Control, Communications, Surveillance, Target Acquisition and Reconnaissance (C4ISTAR) systems to meet the most stringent requirements of Defense Forces. Rolta's years of experience in Geospatial solutions for Operations and Intelligence, coupled with the strategic joint venture with Thales, results in a comprehensive portfolio of top of the line solutions for the Defense Forces and Security Agencies. The Transfer of Technology agreement with Thales also ensures that Rolta is able to offer customized solutions for meeting the stringent and unique requirements of the Defense. C4ISTAR makes it possible to control increase in operational tempo, share situational awareness, achieve wider terrain control and lethality, synchronize, discriminate and verify effects, while denying the enemy similar advantages. In the area of Homeland Security, Rolta is able to provide solutions for Surveillance, Intelligence, Analysis, Operations and Public Safety solutions including Emergency Response solutions for the Police Forces. For Maritime Safety & Security, Rolta offers complete solutions for search and rescue operations, protecting offshore critical assets, shipping lane management, territorial waters surveillance, environmental monitoring, offshore platform protection, prevention of trafficking, fisheries control and harbor protection. With a network of over 80 support sites, Rolta's skilled engineers stay in close proximity to provide critical support for all its Defense solutions. This ensures an extremely productive state while pre-empting downtime. This highly reliable support has resulted in significant repeat business and Rolta's ability to be relied upon under adverse conditions. The key to being

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able to provide such support lies in developing and maintaining a qualified team of engineers across all Rolta offices around the country. Rolta has consistently moved up the value-chain. From supplying mapping solutions, to customized Geospatial applications, to now being able to provide complete C4ISTAR solutions addressing the entire 'sensor to shooter chain. This has been a result of its strategy of ensuring that the Company continues to remain relevant for its customers by meeting and exceeding their expectations.

Brigades, Combat Units, Command Information and Decision Support Organizations, Field Engineering, Naval HQ, Naval Commands, Naval bases/ports and some very prestigious Defense Training Institutions. Rolta's customers include all Corps and Divisions, Advanced Digital Mapping Centre, Army HQ, All Operational Commands, Border Security Force, CAMS, CAIR, DRDO-ISSA, DRDO-DTRL, DRDL-PJ-10, Naval Operations, DIGIT, Director General of Information Systems, 501 Field Survey, Infantry School, MO-10, Military Intelligence, Military Intelligence School, Military Survey, Naval Intelligence, Naval Commands, National Hydrographic Office, PMO CIDSS, Training Institutions, Western Air Command, Army War College and many more.

Customers
The large installed base of solutions delivered by Rolta encompasses the Military Mapping Agencies, Defense Operations and Intelligence Branches, Commands, Corps,

ROLTA DEFENSE 95% of the Defense Geospatial market Provides technology for Digital map data, which is the foundation for C4ISTAR solutions Industrial Licenses received for manufacturing defense equipment Countrywide presence, large, skilled teams, on-site support Strong credentials and customer appreciation

ROLTA THALES LTD. JV with Thales, one of the world leaders in Defense, Aerospace & Security, with 68,000 employees, Revenue > 12 billion (08) Transfer of Technology at source code level, enables extensive customization Access to Military-Off-The-Shelf (MOTS) solutions World-class, Best practices, Tools and Methodologies

UNIQUE POSITIONING Entire Sensor-to-Shooter chain of C4ISTAR solutions Addressing multi-billion dollar programs like Battlefield Management Systems, Tactical Communication Systems, Future Digital Soldier System Key player in Maritime, Communication, Aerospace, Electronic Warfare, Sensors and Optronic Systems

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Portfolio of Defense & Homeland Security


Command & Control

Battlefield Management Systems Operations Room Briefing Missile Trajectory Planning Operation Terrain Planning Network Integration & Exploitation Asset Management & Visualization Advanced Map Capture Enterprise Military GIS Military GIS ( Bhumika )

Intelligence, Surveillance & Reconnaissance

Battlefield Surveillance Systems Multi Sensor Image Interpretation Mobile Integrated Image Exploitation Border Surveillance System Local Area Control System Automated Change Detection Solution Tactical Internet Equipment & Solutions Mobile Radios ROLTA Geospatial FusionTM Decision Support Systems Government Intelligence Solutions Public Safety Solution TErestrial Trunked Radio (TETRA) Coastal Security Optronics & Surveillance Vessel Traffic Management Systems, incl. AIS Night Vision Devices Handheld Thermal Imager Navigational Module for Situational Awareness High Resolution Surveillance Devices for vehicles

Communications

Homeland Security & Maritime Safety & Security

Digital Soldier Systems & Vehicle Systems Battlefield Engineering System

GPS/GIS based Minefield Recording System Engineering GIS

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Enterprise Design and Operation Solutions

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Innovation Technology
Rolta's unique combination of Engineering and IT expertise enables it to provide comprehensive solutions for EPCs and Owner-Operators, from concept to completion of plants, and then for ongoing operations. Rolta's Enterprise Design and Operation Solutions (EDOS) enable Owner-Operators throughout the process and power industry to view plant operations as one fully connected ecosystem. This solution is enabled by unique Rolta technology that provides application connectors, SOA web services, a rigorously structured plant data model and industry-specific business intelligence solutions using Key Performance Indicators (KPIs) for achieving cross-functional optimization of plant performance.

Insights Technology
The Process and Power industry runs on thousands of interrelated real time and operational decisions to deliver a gallon of gasoline, a ton of chemicals or a kilowatt hour of electricity. In the back room are hundreds of stove piped applications, each uniquely tuned to perform its task consistently and effectively. However, reliability, supply chain management, safety, environmental, maintenance and other plant processes simply don't fit neatly into singular IT applications. Plants require the convergence of engineering, equipment, inventory, production, quality and business data in a structured way to gain operational insights. Insights that can lead to intelligent decisions. Decisions that are enabled by Rolta's Enterprise Design and Operation Solutions.

Impact Technology
The reliability index is one of the most important KPI in any plant. Achieving even a 1% improvement in plant reliability can increase production by millions of dollars, at the same time plant operational efficiency is improved. There are hundreds of other KPIs that can affect plant TM operations. This is the world of ROLTA OneView . A world in which expensive downtime is reduced and operational processes are improved because managers have access to the convergence of critical information in a structured way to make timely and intelligent decisions.
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Providing insightful solutions to EPCs & Owner - Operators enabling them to achieve highest quality & efficiency, in the most cost effective manner

Business Mind International reports that over a 10 year period ending 2018, Oil production will increase 12.3%, while Oil consumption will increase 46.8% and Gas production by 67.3%, in India. Internationally, the demand is expected to exceed 106 million barrels per day during the same period. By 2017, India will require a generating capacity of around 425,000 MW. This implies an exponential increase of installed capacity from the current level of about 140,000 MW. A large part of this is expected to come in as Nuclear Power, which will be facilitated via the 123 passage of the Indo-American Nuclear Agreement and the admission of India into the Nuclear Suppliers Group. All such power and process plants have thousands of interrelated real-time and operational decisions to produce gasoline, electricity, chemicals, etc. All such decisions need to be performed consistently and repetitively for 'on-spec' production, requiring convergence of engineering, equipment, inventory, production, quality and business data in a structured way. In any plant, reliability is one of the most important, yet most variable of the key performance indicators. With the growing pressure on the environment and compliance with regulations like the Kyoto protocol, the need for finding better ways to utilize facilities, managing them optimally, while keeping costs under control, has become even more critical than ever before. For, Engineering, Procurement and Construction (EPC) companies, India has emerged as a destination of choice for engineering outsourcing, and as a consequence, design work

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for numerous projects across the globe are now being executed in India. Owner-Operators (O/Os) of plants have started to realize the benefits of using modern information technology tools for operations and maintenance of the plants, as a result of maturing of the tools, as well as the changing economics. O/Os are, therefore, seeking services to not only obtain digital models of their plants, but also to have their engineering design systems integrated with other enterpriselevel systems. The benefits of integrating such enterprise wide systems across disparate databases and heterogeneous platforms are pushing up the demand for a comprehensive and integrated solution to address this need. Rolta, with its years of domain insights and armed with innovative specialized knowledge tools and technology is uniquely positioned to address these above-mentioned requirements. The Company's exceptional combination of Engineering and IT expertise enables it to provide comprehensive solutions for EPCs and O/Os, from concept to completion of new plants and then for their ongoing operations. Rolta's EDOS solutions include major aspects of Conceptual Engineering & Design, Detailed Engineering & Design, Project Management & Procurement, Construction Management, Operations & Maintenance, Technology Services Consulting and Specialized Services for As-Built. These solutions & services help O/Os within the process and power industry to optimize Asset Design, Asset Performance and enable them to view plant operations as a single, fully integrated ecosystem, through ROLTA OneView, which provides operational excellence and high reliability metrics through accurate and timely reporting on more than 100,000 pieces of equipment and hundreds of operations throughout a large plant in the Oil & Gas sector. ROLTA OneViewTM is field proven and deployed successfully in multiple refining facilities of one of the world's largest oil companies. Industry experts believe that

when fully deployed, this solution could save as much as US$ 20 Million annually for a medium-sized refinery, providing very high returns on their investment. This is a web-based business intelligence application, which empowers personnel to make on-time decisions at all levels of the organization. ROLTA OneViewTM provides an innovative platform to improve overall performance and operational effectiveness, by aligning the work-process efforts of personnel with the specific goals of the business. By creating a holistic center from which collaborative decision making can take place, this solution lowers organizational risk and establishes a cross-functional paradigm shift that unites diverse users around one view of their business. Rolta provides premiere Engineering, Procurement and Construction Management (EPCm) Services as well as Design Automation Consulting Services through a combination of Rolta's dedicated EDOS Services Team and Shaw Rolta Ltd. (SWRL)- Rolta's Joint Venture with The Shaw Group Inc., USA. SWRL brings The Shaw Group's engineering expertise and process technology to bear on global as well as Indian domestic projects for concept-tocompletion solutions. Rolta's dedicated in-house Technology Services Group continues to provide design tool automation and integration services, to clients around the globe desiring to improve the productivity of their existing design tools and implement new state-of-the-art tools. Rolta provides full service EPCm solutions to O/Os and other EPC contractors throughout the entire value chain, from concept-to-completion. Rolta's solutions help increase reliability (both equipment and human), facilitate proactive decision-making, identify and mitigate a broad range of risks (including safety, environmental, operational and maintenance, repair and overhaul risks) and help reduce costs, e.g. ROLTA OneViewTM provides the Process and Power industries with a comprehensive decision support

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platform and modules that enable executives to transform their organizations from isolated and reactive groups into integrated, cross-functional and collaborative problemsolving teams. Rolta's comprehensive world-class solutions and services ensure that it is well-placed to constantly remain at the high-end of the value-chain.

Customers
Over the years, Rolta has earned a dominant market share by providing path-breaking solutions to hundreds of customers - a virtual Who's Who of leaders across diverse industries. The large customer base includes 3M, ABB-Lyondell, ADNOC, Air Liquide, Aker Yards, Alsthom Power, Aquatech, ARANCO, Babcock Borsig, BAPCO, BASF, Bateman, Bayer, Bechtel, BHEL, Boeing Rocketdyne, Boston Scientific, Burns & McDonnell, CEGELEC, Chevron Phillips, CNRL, Delta Marin, Design Technology, Doosan,

Dow Corning, Dow Chemicals, DSP, EBM, Endurance, EIL, Entegee, Equate Petrochemicals, Essar, Ever Technologies, FEDO, Florida Power & Light, Flour Daniel, FMC-TI, Gardner Bender, GE GASCO, Glynwed Pipe Systems, Hoechst Celanese, HPCL, IOCL, ISRO, J A Freeman, Jacobs H&G, John Deere, Jubail, Kashima Oil, KNPC, Kvaerner, L&T Group, Lanco Infratech, Lanzou Petrochina, Linde, Litwin, Lurgi, Master Work Holding, Mazagaon Docks, MECON, Mitsui, Mott MacDonald, Mustang Engineering, NanaClot, Nova Chemicals, NPCIL, NTPC, ONGC, PDIL, Petrobras, Petrofac, Pfizer, QAPCO, QChem, Reliance Industries, Reliance Infrastructure, Rexroth, Rockwell Automation, Rolls Royce, Saipem, Samsung, Saudi ARAMCO, Shell, Siemens PG, Silicon Meadows, SNC Lavalin, SNC/AMO, Statoil, Sumitomo Chemicals, SUNCOR, Tata Chemicals, TCE, Technip, Tecnimont ICB, Thermax, Toshiba India, Toyo Engineering, Triune, United Olefins, Valdel, Webasto, WGI, Woodward Governor, Yansab, York International, Yunes Amre, among others.

ROLTA ENGINEERING Dominant player in the Engineering Design Automation market Large & experienced skilled engineering teams, successful service delivery model, extensive tools for Operations and Maintenance Strong credentials and customer appreciation Engineering & Design projects executed worldwide
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SHAW ROLTA LTD. JV with The Shaw Group, a Fortune 500 company, +26,000 employees & an order backlog of >US$ 22.9 Billion Leverages The Shaw Groups +116 years of technology experience & leadership position in the Nuclear Power Plant, Petrochemical & Refining markets Technology for Process & Power , e.g. for Ethylene, FCC, RFCC, DCC, etc.

UNIQUE POSITIONING Concept-to-Completion services for Oil, Gas, Petrochemical, Refining, Conventional & Nuclear Power markets With NSG waiver & signing of Indo-US nuclear treaty, very well placed to execute Nuclear Power Projects in India Combined team of +1000 skilled professionals, scalability to undertake large projects

Portfolio of EDOS
Conceptual Engineering & Design Services

Feasibility Studies Basic Engineering Front End Engineering & Design (FEED) Process Simulation Process Flow Diagram & Equipment Data Sheet Preparation Pre-Bid Engineering Support Process Mechanical Civil / Structural Plant Design & Piping Electrical Instrumentation & Controls Naval Architecture & Ship Design Prime Contract & Sub Contract Management Project QA / QC Supplier Qualification & Purchasing Expediting & Logistics Site Management Office & Site Health & Safety Management Commissioning & Startup Plant Operations Management Laser Scan & Plant Walkthrough for As-Built Plant 3D Visualization Shutdown Planning Plant Safety & Reliability Plant Revamp & Decommissioning Technical Information Management Software System Deployment Software Customization & Integration Reference Data Creation & Management Data Migration, Audit & Compliance

Detailed Engineering & Design Services

Project Management

Operations & Maintenance Services

Technology Services Consulting

ROLTA OneView - KPI Management Solution

Data Warehouse Source System Connectors Work Process Applications Flexible Operational Reporting Modules (FORM) Engineering & Geospatial Data Fusion Health, Environment, Safety (HES), Operational, Sustainability and Enterprise Insights

ROLTA OneView

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Enterprise IT Solutions

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Innovation Technology
Rolta has the most innovative thinkers in the business. An unmatched combination of deep IT knowledge and expertise in technologies such as Oracle, provides it the unique ability to take on and solve extremely complex IT challenges. This same innovative thinking is responsible for creating software products like ROLTA iPerspective, that introduce radically new ways to simplify the complexity of IT.

Insights Technology
Rolta's EITS business group takes old IT to new heights. The Company's expertise demystifies IT, making the difficult and complex, straight forward and approachable. Rolta's expertise is admired and respected throughout the industry, most notably through 23 best-selling books on Oracle technology (over 1 million copies sold), numerous Oracle Titan awards and industry recognition, that is only achieved by the world's top technologists. The Company's expertise provides customers with the insights they need to get the most value out of their IT investment.

Impact Technology
Rolta's breadth of IT knowledge, software to rapidly create web services, application expertise, business intelligence solutions, managed services and global delivery model increases IT accomplishment and allows for a faster and more frequent ROI. These new levels of IT performance allow organizations to achieve new levels of business results.

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Innovative, rapid and agile ways to simplify the complexity of IT with advanced enterprise integration solutions

As companies grow into larger enterprises, they develop more and more applications and technologies that aren't capable of sharing data, especially with the right levels of governance and security. Islands of data are created with redundant content. The perpetuation of these islands of data burdens the enterprise with excessive overhead and risk of having the wrong data, in the wrong place, at the wrong time and potentially available to the wrong people. Today's businesses are looking for ways to drive business value from existing investments, data sources and information assets without learning new skills. Application integration is the #1 IT challenge, according to a recent survey of IT professionals. Traditional offerings require many different connector software modules, long implementation times and lots of investment. They often don't deliver to the real end users' needs. Changes to the traditional offerings take time as well, and can end up pushing business past the window of opportunity. Service Oriented Architecture (SOA) promises solutions to these issues. It requires optimally combining elements of IT infrastructure with business requirements to create seamless web services (WS). In SOA, application servers and diverse platforms are accessed by clients through standard protocols and data formats, without needing to know or change the code or coding language. Traditional methods of creating SOA services take many days to several weeks, and in extreme cases, several months. With such long development cycles, it is hard to deliver something useful at the end of each iteration. One needs 'Agile' SOA methods that ensure better ROI.

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At the heart of an organization's IT infrastructure lie a multitude of databases, which hold a wealth of information for a variety of applications essential for its smooth operations. Over the years, these databases often end up becoming information silos, accessible only to the original application. This poses several major challenges, including performance management and optimization of disparate databases, disparate security systems, ability to extract information for Business Intelligence and Analytics, planning for scalability and high availability, upgrade and patch management, to name just a few. In recent years, IT infrastructure and network security have gained worldwide prominence due to mounting security threats. This calls for implementation of a wellplanned and robust IT security and management processes tightly integrated with all the myriad layers of the IT infrastructure stack. The EITS group's portfolio underwent a paradigm shift during the year. The Company now addresses the enterprise-wide end-to-end needs of organizations, with its comprehensive range of solutions and services for large-scale ERP applications, sophisticated Database management, Business Intelligence and Agile SOA implementations. Rolta has strengthened its capabilities to address Business Intelligence, Enterprise Applications, Core Database Foundation as well as Data Security and Service management requirements using best of breed technologies, both from the Company's own IP repository and that of its partners. Rolta's own products and middleware tools permit integration across these layers of information and data, thereby eliminating the challenges associated with standalone data silos that emerge within enterprises. The Company launched ROLTA SOA Today TM ROLTA iPerspective during the past year.
TM

ROLTA SOA TodayTM allows CTO's to quickly bring corporate strategy in line with business user needs while modernizing/upgrading their IT systems, by making information stored in disparate databases and heterogeneous platforms securely available and re-usable across the enterprise. This provides practical and costeffective means for users to exploit the wealth of data locked up in their IT infrastructure, and brings tremendous value to stakeholders by improving effective decision-making across the enterprise. This transforms data integration with innovative software to create web services. ROLTA iPerspective brings data integration to life, by automating the creation and management of standardized components, and securely exposing existing data sources and business logic for use throughout the enterprise. Through a point-and-click interface, customers can create reusable and secure business services, without any programming effort. This innovative patent-pending (filed in US) solution provides customers with rapid return on investment (ROI) due to a shorter implementation time and an Agile approach for managing the transition to service orientation. With the introduction of managed services, Rolta's engagement does not finish with the deployment of the solution, but evolves into an enduring partnership to ensure that the IT assets continue to run optimally and securely throughout their life-cycle. For the Business Intelligence (BI) layer, our experienced consultants with domain-expertise in specific industries assist, design, and deliver BI solutions by identifying and improving the essential performance measurement and decision processes in organizations, and pragmatically adopting a phased approach to investment and functional delivery. Data analysis, acquisition, and transformation bring together disparate fragmented data into a single
TM

and

51

enterprise view addressing the need to get data into the data warehouse. Data from this warehouse can be viewed in the form of BI reporting, portals, dashboards and KPIs. The Database foundation layer is critical for any enterprise to structure and store information in relational databases. Rolta offers a wide variety of approaches to help customers improve, maintain, and optimize database infrastructure to fulfill their high-availability disaster recovery needs, storage requirements or performance tuning. At the IT infrastructure layer, Rolta provides comprehensive consulting services covering data security and service management, security, identity & access management, enterprise network & IT asset management, IT infrastructure and operations management, application performance management, as well as IT governance & compliance management. With the ongoing network security threats faced by enterprises, the Company offers managed services for identity and access management. Rolta's Enterprise IT Solutions (EITS) has expanded its operations worldwide through the merger of Rolta's IT Consulting Division with the various acquisitions like TUSC, WhitmanHart Consulting, etc. These acquisitions bring significant credentials to Rolta. TUSC, known as the Oracle experts, has a stellar track record of successful projects and very technically innovative solutions. WhitmanHart Consulting is widely known for Hyperion expertise and EPM solutions for the Financial Services Industry. Rolta for many years has been a leading provider of IT infrastructure management solutions. This broad range of complementary, cutting-edge technical expertise is the foundation for EITS solutions. Solutions which provide lasting value. Rolta has made proactive investments in Virtual Enterprise Centers at all of the Company's delivery sites. This enables Rolta to emulate complex customer environments and participate in alpha and beta product testing. The Company thus gains insights into product roadmaps. This enables

Rolta to develop custom features in its solutions to meet, and sometimes even exceed the exacting requirements specified by its customers. Rolta has been certified at the highest levels for its processes and quality framework, including ISO/IEC 27001:2005, ISO/IEC 20000-1:2005 and ISO 9001:2000. Rolta was assessed at Maturity Level 5 of the Capability Maturity Model Integrated CMMI SW Ver 1.1 in 2006. The Company is now engaged in upgrading to Maturity Level 5 of Ver 1.2 Rolta's unique ability to see more than meets the eye, deep knowledge of IT, combined with hands-on industry knowledge, backed by world-class infrastructure ensures that it provides highly relevant state-of-the-art solutions to its customers.

Customers
Rolta has a large customer base that spreads across the world. Rolta has worked for a variety of customers that including American Express, ATOS Origin, Birla Sun Life, BSNL, CA, Central Water Commission, Centurion Bank, Deloitte and Touche, Department of Defence, Devon Energy, Exim Bank, Dow Corning, Daimler Chrysler, Eurobank, Emerson Process, Erste Bank, Estee Lauder Inc, Federal Reserve Bank, Fujitsu, Greater Bay Bancorp, Gujarat Pollution Control Board, HDFC Bank, HPCL, HSBC, IDBI Bank, Jacksonville Electric Authority, John Hopkins, Logitech, L&T, Ministry of Interiors Saudi, Municipal Corporation of Greater Mumbai, Northrop Grumman, Omni Tech, Orlando Health, Purdue University, RBI, RJ Reynolds, Saudi Electricity Company, Schneider Technology Services, SITA, Sprint-EMBARQ, State Bank of India, State of Alabama (DHR), SunTrust, Tata Consultancy Services, Tata Interactive Services, Time Warner, TD Bank, TNT, Toshiba America Information Systems, Travelex, Turner Broadcasting, United Airlines, UTAH Dept of Transportation, Vodafone, Wal-Mart, WESEE amongst others.

52

Portfolio of EITS
Rolta Enterprise Solutions

ROLTA iPerspectiveTM - Rapid Service Oriented Architecture enablement TM ROLTA Periscope - Multiplatform Database Visualization TM ROLTA SOA Today - Agile SOA consulting for rapid ROI TM ROLTA C3 - Data cleansing, conversion & clarification toolkit for Warehousing

Business Intelligence

Business Analysis, BI Reporting, portals, dashboards & KPIs Executive Management Systems, Data Management Practices Multi dimensional Analysis, Data Analysis, acquisition and transformation Data Marts, Warehouse Data Creation, Master Data Management Data Mining

Enterprise Applications

Business Process Re-engineering covering Financials, Projects, HRMS, CRM, Corporate Performance Management, Distribution Functional / Technical Requirements, Gap analysis, Module configuration Technical development for interfaces, conversions, extensions and reports Expert Applications DBA support Production deployment and system testing Post-production managed services and support

Database Management & Administration

Custom Application Development using Rapid Application Development Tools Development Services Health Audit, Clustering Remote DBA, Database & OS Support Cross-Platform Data and Code Migration Disaster Management, Backup recovery

Data Security & Service Management

Security-Access Control, Identity and Access Management (IAM/ SSO) Business Services Management (Service Support & Delivery Management Desk) Enterprise Network & Systems Management (Spectrum, e-Health), Application Performance Management, Project, Portfolio & Financial Management IT Compliance & Governance Database Performance Management, Upgrade & Patch Management

53

Shareholder Information
Registered Office and Corporate Headquarters:
Rolta Tower 'A', Rolta Technology Park, MIDC-Marol, Andheri (East), Mumbai 400093. Telephone: +91(22) 29266666 / 30876543 Fax: + 91(22) 28365992

Listing Details:
Equity Shares 1. Bombay Stock Exchange Limited , Mumbai, (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001. Stock Code/ Symbol: 500366 2. National Stock Exchange of India Limited, (NSE) Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai 400051. Stock Code/ Symbol: ROLTA ISIN : INE293A01013 Depositories a) National Securities Depository Ltd. (NSDL) b) Central Depository Services (India) Ltd. (CDSL)

Contact Persons
! Financial Matters Mr. Hiranya Ashar Director - Finance & Chief Financial Officer Company Secretary Mr. Dharmesh Desai Executive Vice President & Company Secretary Transfer Agent and Registrar (SEBI Cat. II R & T) Mr. Saghan Srivastava Vice President & Dy. Company Secretary Mr. Venkat G R - Manager (Investor Services)

3. 4.

Annual Listing fees for the year 2009-2010 (as applicable) have been paid to the Stock Exchanges.

Website:
The website of the Company carries relevant information in regard to the results of the Company, dividend declared by the Company, price sensitive information if any and launch of new products & services by the Company. The Company's website address is www.rolta.com.

International Listing
London Stock Exchange 10 Paternoster Square, London, EC4M 7LS The Company's Global Depositary Receipts (GDR) Programme has been listed on the Main Board of the London Stock Exchange plc (LSE).
The GDRs are traded on the London Stock Exchange under the Ticker Symbol RTI. Each GDR represents one equity share.The GDRs began trading on the LSE on April 18, 2006, when they were issued by the Deutsche Bank Trust Company (the Depositary), pursuant to the Deposit Agreement. The Rule 144A GDRs have been designated as eligible for trading in the Portal Market of The NASDAQ Stock Market, Inc. (PORTAL). As on June 30, 2009 , there were 3,06,554 GDRs (equivalent to 306554 equity shares) outstanding.
Type GDR Ticker Symbol Description DR ISN Reg S DR ISN 144A S

Annual General Meeting:


24 November 2009 at Shri Bhaidas Maganlal Sabhagriha, U-1, Juhu Development Scheme, Vile Parle (W), Mumbai 400 056 at 11.30 a.m.
th

Dividend for the Year Under Review:


Rs.3.00 per share (proposed)

Date of Book Closure:


Book-Closure dates 17th November 2009 to 24th November 2009 (both days inclusive).

Financial Calendar for the Year 2008-09 (tentative)


Un-audited Financial Results th First Quarter ending 30 September 2009 - During October, 2009 st Second Quarter ending 31 December 2009 - During January, 2010 st Third Quarter ending 31 March 2010 - During April, 2010 Audited Financial Result For the Quarter and Financial year ended June 30, 2010 on or before September 30, 2010. 56

RTI Equity Shares US7757902074 US7757901084

Singapore Securities Exchange Trading Ltd. 2, Shenton Way, #19-00, SGX Central 1, Singapore 06880 The Company's Zero Coupon Foreign Currency Convertible Bonds (FCCBs) are listed in the bonds market of Singapore Securities Exchange Trading Ltd. Under SGXSt ISIS X50305967498.

Two-way Fungibility of Depository Receipts


The Company offers foreign investors the facility for conversion of Ordinary Shares into Depositary Receipts within the limits permissible for Two-way Fungibility, as announced by the Reserve Bank of India vide its circular dated February 13, 2002.

Registrar for the purpose of FCCBs


Deutsche Bank Luxembourg S.A. 2, Boulevard Konrad, Adenauer , L-1115, Luxembourg.

Stock Code:
BSE - 500366 NSE - ROLTA LSE - RTI SGX-ST ISIN BLOOMBERG REUTERS - X50305967498 - RLTA@IN - ROLTA BO

Name and Address of the Depository Bank for the Purpose of GDRs
In the US Deutsche Bank Trust Company Americas Trust & Securities Services 60 Wall Street, 27th Floor, MS # NyC60-2727 New york, NY10005, USA In India Deutsche Bank A.G. Trust & Securities Services Hazarimal Somani Marg, Fort, Mumbai - 400 001 India

The shares form part of the following indexes on BSE and NSE. BSE BSE Midcap BSE 200 BSE 500 BSE Teck BSE IT
The shares are also traded under the "Equity Options" and "Equity Futures" in the F&O segments of NSE.

NSE Nifty Midcap 50 CNX IT S&P CNX 500

Name and address of the Custodian in India for the purpose of GDRs
ICICI Bank Limited Securities Markets Services,Empire Complex, F7/E7 1st Floor, 414 Senapati Bapat Marg, Lower Parel, Mumbai - 400 013.

Trustee for the purpose of FCCBs


Deutsche Trustee Company Limited Winchester House, 1 Great Winchester Street, London, EC2N2DB, United Kingdom.

Volume as percentage of Equity


The Company's scrip continues to enjoy high trading volumes in relevant stock exchanges offering high liquidity. Over 73% of the trading volume is on the NSE. The total number of shares traded on National Stock Exchange and Bombay Stock Exchange Limited between July 1, 2008 and June 30, 2009 was 1,548,448,538 which represents 962% of the Share Capital of the Company as on 30th June 2009.

Principal Agent and Transfer Agent for purpose of FCCBs


Deutsche Bank AG, London Branch Winchester House, 1 Great Winchester Street, London, EC2N2DB, United Kingdom.

MARKET CAPITALISATION

(Rs. In Millions)

PERFORMANCE OF ROLTA IN COMPARISON OF NIFTY

350
57326 46127 37439

5000 4000 3000 2000 1000 0 Jul08 Aug Sep Oct Nov Dec Jan- Feb Mar 08 08 08 08 08 08 08 08 Nifty (close) Apr May Jun 08 08 08 Rolta (close)

300 250
41952 39581

200
38294 28563 18676 9266 20295

150 100 50 0

June 07 Sep 07 Dec 07 Mar 08 Jun 08 Sep 08 Dec 08 Mar 09 June 09 Sep 09

57

Shareholder Information
Shareholding Pattern as on June 30, 2009
400 350 300

BSE STOCK MARKET PRICE DATA

(Rs. In Millions)
High Low Close

Foreign Institutional Investors (FIIs) (Including GDRs)

250 200 150 100 50 Jul 08 Aug 08 Sep 08 Oct 08 Nov 08 Dec 08 Jan 09 Feb 09 Mar 09 Apr 09 May 09 Jun 09

25.67%

Promoters

41.97%
Rolta Monthly Price (BSE) July 08 to June 09
Date High (Rs.) Low (Rs.) Close (Rs.) Avg. Close (Rs.) Daily Avg. Volume

Jul 08 Aug 08 Sept 08 Oct 08 Nov 08 Dec 08 Jan 09 Feb 09 Mar 09 Apr 09 May 09 Jun 09

318.00 343.50 360.00 256.00 196.00 177.00 136.00 102.00 88.25 122.00 124.85 154.80

224.00 294.15 213.00 134.00 158.60 103.55 42.40 84.60 40.70 57.05 78.55 118.30

311.20 327.40 237.60 181.60 170.45 116.00 92.95 88.55 57.55 79.70 116.25 126.00

278.01 320.02 298.31 181.36 174.20 131.90 97.50 90.53 54.89 84.80 95.72 134.83

173741 232763 411304 430711 203219 696401 3722019 695070 4591698 6166008 3603385 2875560

Category No. of Shareholders (No. of Shares) From Upto 250 500

No. of Shares held (Rs.10) 9051980 6180459 5528339 4021514 1744186 1253639 908210 2591714

% to Total No. of Shares 0.76 0.69 0.35 0.14 0.07 0.03 0.01 0.02 5.62 3.84 3.43 2.50 1.08 0.78 0.56 1.61

To Physical Demat Physical 8462 108003 1222020 3119 816 155 42 14 5 6 3 16298 1115135 7201 2646 685 349 194 353 406 564602 230900 107264 50650 23700 37700

Demat Physical Demat

Public

251

21.80%

501 1,000 1001 2,000 2001 3,000 3001 4,000

OCBs/FIs/MFs/ Banks/Corp

4001 5,000 5001 10000 10001 Above Total Grand Total

10.56%

57400 126317203

0.04 78.45 2.12 97.88 100.00

12622 136135 3409371 157597244 148757 161006615

58

Payment of Dividend - Electronic Clearing Service (ECS)


The Company is providing facility of Electronic Clearing Service (ECS) for payment of dividend to shareholders residing in selected cities. Shareholders holding shares in physical form are requested to provide details of their bank accounts for availing ECS facility in the form attached to the Notice of the Annual General Meeting. However, if the shares are held in electronic form, the ECS mandate has to be communicated to the respective Depostitory Participant (DP). Changes, if any in the details furnished earlier may also be communicated to the Company or DP, as the case may be. For any other information kindly write to the Company Secretary at the Registered Office of the Company.

and grievances are replied promptly. Dividend warrants are normally mailed within a week from the date of declaration at the AGM. Members are sent at least 3 reminders regarding unclaimed dividend before the same is transferred to Investor Education & Protection Fund. Company has also taken certain Investor Friendly initiatives to provide transparency & valuable information such as: 1) The Company hosts post result Earning calls for Institutional Investors & Analysts to talk to the management on result & outlook. 2) Company has also put up information useful to investors on its website as under : a. Annual Report b. Quarter Results i. Financials ii. Press Release iii. Transcript of Earning Call c. Events & Presentation i. Financial Calendar ii. Investor Presentation iii. Corporate Audio Visual d. Key Financial Data e. Share Holding Pattern f. Research Report on Company by various analysts The Company continues to improve the quality of information dissemination to investors by making information available on the web as well as by making the Annual Report more transparent and investor friendly.

Bank Details:
In terms of regulations of NSDL and CDSL, bank account details of beneficial owners of shares in demat form will be printed on the dividend warrants as furnished by the Depository Participant. The Company will not entertain requests for change of such bank details printed on their dividend warrants. In case of any changes in your bank details, please inform your DP now/immediately. In case of physical shareholding, in order to provide protection against fraudulent encashment of dividend warrants, members are requested to provide, if they have not already done, their bank account number, bank account type and name and address of bank branch, quoting folio number to the R & T Agent to enable the Company to incorporate the same on the dividend warrants.

Shareholder Initiatives:
The Company has paid a one-time fee to National Securities Depository Limited to pass on the benefit of reduced custody charges to its shareholders. Shareholders queries

Rolta Monthly Price (NSE) July 08 to June 09

NSE STOCK MARKET PRICE DATA


Date Jul 08
400 350 300 250 200 150 100 50 Jul 08 Aug 08 Sep 08 Oct 08 Nov 08 Dec 08 Jan 09 Feb 09 Mar 09 Apr 09 May 09 Jun 09

High (Rs.) 318.65 344.60 360.00 257.50 204.95 176.80 135.90 101.80 88.45 121.85 124.80 152.70

Low (Rs.) 223.05 293.40 215.55 133.20 158.55 103.45 32.00 84.80 40.85 56.90 74.50 118.00

Close (Rs.) 311.90 327.35 237.95 184.05 170.80 116.05 92.95 88.75 57.55 79.70 116.05 126.05

Avg. Close Daily Avg. (Rs.) Volume 278.25 320.17 298.56 181.76 174.49 131.93 97.60 90.66 54.87 95.71 134.81 615720 743083 1077357 1319217 670003 1884112 7288923 1765442 9823515 8760899 7452894

(Rs. In Millions)
High Low Close

Aug 08 Sept 08 Oct 08 Nov 08 Dec 08 Jan 09 Feb 09 Mar 09 Apr 09 May 09 Jun 09

84.73 14117539

59

Economic Value Added


EVA represents the value added to the stakeholders by generating operating profits in excess of the cost of capital employed in the business. The Company's business model focusing on value-added products and services empowered Rolta to generate returns commensurate with its investments. Result: the Company consistently reported a positive EVA year after year, evidencing its ability to meet shareholder expectations.

Brand Valuation
The Rolta brand is more than just a name - it is a trust mark that the customers have come to rely upon. It effectively communicates Rolta's ability to offer pioneering solutions to meet market demands and the values associated with its products and services. Rolta's robust brand strength also indicates that the Company's financial growth will continue to be stable and lasting.

Human Resource Valuation


Human capital is one of the several strengths that drive growth. At Rolta, this rich and intangible intellectual capital renews its income, drives innovation and enhances profitability leading to a sustainable increase in shareholder value.

60

Economic Value Added


The Company engaged Grant Thornton, leading International Accountants, for the valuation of Rolta's Brand and Human Resources as on June 30, 2005 and EVA for 2004-05. Using the same principles, methodology and assumptions, corresponding values for the year ended June 30, 2009 have been computed by the company's Auditors. Relevant details and figures are reproduced below. The financial position of an enterprise is influenced by the economic resources it controls, its financial structure, liquidity and solvency and its capacity to adapt to changes in the environment. However it is becoming increasingly clear that the intangible assets have a significant role in defining the growth of a hi-tech Company. So quite often the search for the added value invariably lead us back to understanding, evaluating and enhancing the intangible assets of the business. ECONOMIC VALUE ADDITION (EVA) Economic Value Added (EVA) is the financial performance measure that aims to capture the true economic profit of an enterprise. EVA is developed to be a measure more directly linked to the creation of shareholder wealth over time. Hence, it focuses on maximizing the shareholders wealth and helps company management to create value for shareholders. EVA refers to the net operating profits of the Company less a charge for all capital invested in the Company which is the opportunity cost. EVA = Net Operating Profit After Taxes (NOPAT) - {Capital* Cost of Capital}

ROLTA EVA The EVA of Rolta for 2008-09 has been estimated as shown in the table below. (Rs. In Million)

Particulars
Net Profit after Tax Adjustment for extraordinary exceptional item Add: Interest (net of taxes) Net Operating Profit after Tax (NOPAT) Average Capital Employed Cost of Capital Employed EVA = (NOPAT - Cost of Capital Employed)

2008-09
3,723 250 73 3,546 24,624 2,141 1,405

2007-08
2,629 0 0 2,629 18,902 1,960 669

2006-07
1,823 0 0 1,823 10897 1,419 404

ASSUMPTIONS WACC The Company has estimated the Weighted Average Cost of Capital (WACC) based on the weighted average cost of equity and debt. To arrive at cost of equity, the Capital Asset Pricing Model (CAPM) has been used the formula being Ke = rf + b (rm - rf) where ke= Cost of Equity rf = Risk free Return rm= Market Rate of Return and hence rm - rf = Risk Premium and b (beta)= Measure of Market Risk Risk free return has been estimated based on 10 year benchmark Government of India Security as on the date of valuation, risk premium based on long term stock market returns and beta based on Rolta stock price movements compared to index movement. Based on these, The company has worked out the discount factor for Rolta as 8.69%. 61

Brand Valuation
VALUING THE BRAND Brands are more than just a name, a trademark for a product, or a service mark for a service. A brand is a complex concept that creates organizational value and performs a number of important functions for every enterprise. Brands and their combined Brand Equity constitute a major economic force within the entire global economy, delivering marketplace value, shareholder wealth, livelihood, prosperity, and culture. Successful brands are recognized as rare and valuable assets that must be exploited carefully, with wise and knowledgeable management that retains their financial value, their economic power, and their social significance. A brand is a very special asset and in many businesses it is the most important asset. This is due to the far reaching economic impact that brands have on enterprise. Brands influence the choice of customers, employees, investors and government authorities. In a world of abundant choices such influence is crucial for commercial success and creation of shareholder value. Brands have also demonstrated a unique durability and sustained competitive advantage unmatched by any other corporate asset. In the case of Rolta or other service-focussed companies, especially knowledge based services companies, the "Brand" is more often the name of the Company which becomes the sole differentiator from any other generic service provider. Hence, in this case, "ROLTA" is the brand, which has been valued. Brand is an intangible asset and there are several methodologies suggested and prevalent for valuing brands. Some of these methods are cost, market value, economic use and royalty relief. Based on the information available, practicality and appropriateness, The Company has used the "Economic Use" Model. This model is one of the standard methodologies in brand valuation by companies in the software industry. ECONOMIC USE METHOD This method uses a combination of market factors and financial parameters to arrive at the value of the brand. It uses a Brand Strength Model which arrives at a brand strength score based on various market parameters. This score is multiplied by the net brand earnings to estimate the brand value. The Brand Strength Model is used to determine the value of a brand based on the assumption that a strong brand is more reliable for future earnings with lesser risk. ROLTA BRAND VALUATION A brand multiple of 14.64 has been arrived at for Rolta by assigning scores for various market parameters. The profit before interest and taxes of the Company is adjusted for nonbrand items and a charge on capital employed is deducted from the adjusted brand profits. Thus, the profit after tax attributable to brand and other intangible items is arrived at. This is multiplied by the brand multiple to arrive at the brand value as shown in the table below.
(Rs. in Million)

Particulars
Profit before Interest and Taxes Less: Non Brand Income Adjusted PBIT Profit for the brand and associated intangibles Average Capital Employed Remuneration of Capital % Remuneration of Capital Profit after tax attributable to Brand and associated intangibles Income Tax Profit after tax attributable to Brand and associated intangibles Brand Multiple Applied Brand Value

2008-09
4,227 696 3,531 3,531 18,861 5% 943 2,588 880 1,708 14.64 25,017

2007-08
3,059 105 2,954 2,954 14,496 5% 725 2,229 758 1,471 14.07 20,693

2006-07
2,037 85 1,952 1,952 8,387 5% 419 1,533 516 1,017 15.15 15,405

Assumptions The key assumptions used are l Total revenue excluding other income after adjusting for cost of earning such income is brand revenue, since this is an exercise to determine the brand value as a company and not for specific products or services. l Tax rate is at 33.99% (Base rate of 30%, surcharge of 10% on base rate and cess of 3%) l The earnings multiple is based on a brand strength model where Rolta is ranked on various parameters such as leadership, stability, market, geographic spread, trend, support and protection. 62

HR Valuation
Human Resources (or Human Capital) valuation refers to identifying and measuring the value of human resources of a company. Employees are the most valuable resources of companies in the services sectors and more so in the knowledge-based sectors. Like all other resources, employees possess value because they provide future services resulting in future earnings. Broadly, there are two key approaches to value HR. These are cost based and economic approaches. Cost based approach can further be classified into three:
l l

Opportunity cost method: This model envisages computation of monetary value and allocation of people to the most promising activity and thereby to assess the opportunity cost of key employees through competitive bidding among investment centers. It may be practically difficult to implement and measure. The economic approach focuses on future and future earnings. There are several models developed based on this approach..

Historical cost method: The human resource costs are current sacrifices for obtaining future benefits and therefore to be treated as assets. The method suggests to capitalize the firm's expenditure on recruitment, selection, training and development of employees and treat them as assets for the purpose of human resource accounting. However, capitalization of costs may not reflect value. Replacement cost method: This method involves assessment of replacement cost of individuals, and rebuilding cost of the organization to reflect HR asset value of both the individuals and the organization. However, the replacement cost may not reflect either the actual costs or the contribution associated with HR.

ECONOMIC APPROACH MODEL This model estimates the future earnings during the remaining life (in the organization) of the employee and then arriving at the present value by discounting the estimated earnings at the company's cost of capital. In this model, each employee's cost to company (CTC) should be forecasted and discounted back separately. The growth rate of earnings of each employee till retirement should be determined for projecting the CTC's after looking into the company's compounded annual growth, CTC's for different employee classes, global industry trends for the future, and sustainable growth rates for the next 25-30 years. The attrition rates for the company / industry should not be considered as a deduction factor, as the employees who leave the company will be replaced by others, to maintain the level of operations and thereby the employee strength remains unchanged. The future earnings thus arrived at has to be discounted at the company's cost of capital.

. HR Valuation Based on the above model, the value of Human Resources of Rolta has been arrived at Rs. 136,442 Million. This is summarized in the table below.
(Rs. in Million)

Particulars
Total value of Human Resources Revenues per employee Net Profit per employee Value of Human Resources per employee Total Revenue / Total Value of Human Resources (Ratio)

2008-09
136,442 3.12 0.64 29.53 0.11

2007-08
106,710 2.32 0.49 22.70 0.10

2006-07
62,821 2.04 0.49 17.80 0.11

Assumptions The key assumptions used are: l Employee compensation includes all direct and indirect benefits, earnings both in India and abroad. l The average annual increment is based on the increment paid during the last 3 years. l Retirement age is as per Company policy. 63

Ratio & Ratio Analysis


TOTAL REVENUE
(Rs. In Millions)

NET PROFIT

(Rs. In Millions)

13728

10722
7114 1726

2938

2306 1273

4146

5349

902

2004-05

2005-06

2006-07

2007-08

2008-09

2004-05

2005-06

2006-07

2007-08

2008-09

OPERATING PROFIT

(Rs. In Millions)

DEBTORS TURNOVER
254 223

(No. of Days)

4635

193

3897
2866

151

156

2229 1474

2004-05

2005-06

2006-07

2007-08

2008-09

2004-05

2005-06

2006-07

2007-08

2008-09

EPS, BOOK VALUE & DIVIDEND


30% 25% 20% 18% 30%
89.53

RETURNS
28.3% 23.1%
19.8% 18121 22062
24.10%

73.60 65.32

22.2% 18.2%
8183

20.7%

22.4%

22.4%

17.4%
13377 13128 11154

58.90
6845
18.25%

35.84 14.37

9940

6990 4556

7.08

9.44

10.79

2004-05

2005-06

2006-07 Book Value

2007-08

2008-09 Dividend %

2005-06 2004-05 PAT/Average Networth

2006-07

2007-08 2008-09 Average Networth

Earnings Per Share

Return on Average Capital Employed

Average Capital Employed

64

Distribution of Revenue 2008-09

Net Income 20.38 %

Material & Sub Contracting Cost 13.65 %

Income Tax 2.79%

Interest 0.87 %

Depreciation 12.95 % Employee Cost 38.00 % Other Expenses 11.36 %

Revenue Mix SBGs


GIS 45.1 %

Revenue Mix Geography

EICT 26.4% Rest of The World 44.9 %

EDA 28.5 %

INDIA 55.1 %

65

Directors Report
Dear Members, Your Directors are pleased to present their report on the business and operations of your Company together with the Audited Statement of Accounts and the Auditors Report for the financial year ended June 30, 2009. The Financial highlights for the year under review are given below: CORPORATE RESULTS

(Rs. in Millions)

Consolidated Financial Year ended Financial Year ended June 30, 2009 June 30, 2008 Revenue Other Income Revenue and Other Income Profit before depreciation & tax Less: Depreciation Profit before tax Less: Provision for tax Profit after tax Add: Balance of profit of earlier years Balance available for appropriation APPROPRIATIONS Less : General Reserve Less : Dividend Less : Tax on Dividend Balance carried to Balance Sheet Financial Performance We continue to strengthen our businesses and move up the value chain, thereby delivering enhanced value to our customers and other stakeholders worldwide. The Company was able to achieve reasonable growth even in a difficult environment, giving it confidence to show better results as the economic revival gathers momentum. We believe that as the economic outlook turns positive, the Company will be better placed to deliver even greater value to all our stakeholders. During the year, the company expanded its world class facilities by establishing a state-of-the-art development and delivery centre in SEEPZ, an SEZ in Mumbai. The facilities are in close proximity to the Companys existing facilities. 66 388.6 483.1 86.4 8,203.4 270.5 482.8 86.3 6,223.2 13,728.1 690.4 14,418.5 5,207.2 1,867.1 3,340.1 401.8 2,938.3 6,223.2 9,161.5 10,722.1 169.8 10,891.9 4,076.2 1,382.5 2,693.7 387.8 2,305.9 4,756.9 7,062.8

The Company has transformed its business from services centric to a solution oriented model. These solutions are based on an exceptional combination of Roltas existing repository of intellectual property, key technologies acquired at the source code level from various companies worldwide, and in-depth domain knowledge of the vertical segments served by the Company. The Company is consciously honing its selling and delivery strategies with a focus on using its own staff to deliver high value services and outsourcing low value tasks. The Company continues to hire experienced management and highly skilled technical staff to strengthen its techno-commercial strengths. All this should provide a strong platform for future growth.

The Companys constant efforts in expanding its markets in complementary and unique business areas, combined with sustained investments in technology, continue to be the growth engines of the Company. The Companys total consolidated revenue for the year 2008-09 was Rs. 13,728.1 million representing a growth of 28.0% (Rs. 10,722.1 million for the previous year ended June 30, 2008). The Net Profit after provision for taxation for the year ended June 30, 2009 was Rs. 2,938.3 million as against Rs. 2,305.9 million in the previous year signifying a healthy growth of 27.4%. The basic earnings-per-share for the year was Rs. 18.25, computed by considering the weighted average number of shares outstanding during the year as per the provisions of Accounting Standard -AS-20 issued by the Institute of Chartered Accountants of India. During the year, Company has provided Rs. 20,378,430/for doubtful debts for which company has filed a claim under fidelity and other insurance covers. The Companys net worth increased to Rs. 14,415.6 million as on June 30, 2009 from Rs. 11,856.4 million in June 2008, reflecting the inherent strength of the Company. The book value per share is Rs. 89.53 signifying substantial enhancement in shareholder value. Repurchase of Foreign Currency Convertible Bonds (FCCBs). During the last Quarter of the year, the company launched a tender offer for repurchase of its outstanding Zero Coupon FCCBs of US $ 150 million due in 2012. The tender offer was settled on June 30, 2009, by accepting all the tenders received for Bonds with a face value of US$ 38.31 million and having an accreted value of US $ 43.67 million (114%) at a clearing price of US $ 855 per Bond representing 25% discount at the accreted value. The Bonds repurchased at a gross repurchase value of US $ 32.75 million resulted in a gain of US$ 10.92 million (Rs 511.7 million), of which Rs 250.2 million have been appropriated to other income, and the balance was added to securities premium account. The aggregate principal value of Bonds outstanding after this Tender Offer is US$ 111.69 million. Your Directors are pleased to inform you that the Companys standalone revenue registered steady growth and was Rs. 9,466.9 million for the year ended June 30, 2009 as against Rs. 8,509.2 million in the previous year, signifying a growth of 11.3%. The standalone net profit after tax for the year ended June 30, 2009 was also higher at Rs. 3,723.2 million as against Rs. 2,629.4 million in the previous accounting year reflecting a growth of 41.6%.

(Rs. in Millions) Standalone Financial Financial Year ended Year ended June 30, 2009 June 30, 2008 Revenue 9,466.9 8,509.2 Other Income 696.6 104.9 Revenue and Other Income 10,163.5 8,614.1 Profit before depreciation & tax 5,908.6 4,412.9 Less: Depreciation 1,792.4 1,353.9 Profit before tax 4,116.2 3,059.0 Less: Provision for tax 393.0 429.6 Profit after tax 3,723.2 2,629.4 Add: Balance of profit of earlier years 7,496.6 5,694.9 Balance available for appropriation 11,219.8 8,324.4 APPROPRIATIONS Less : General Reserve 372.3 262.9 Less : Dividend 483.1 482.8 Less : Tax on Dividend 82.1 82.0 Balance carried to Balance Sheet 10,282.3 7,496.6

Consolidated Financial Results under International Financial Reporting Standards (IFRS). In continuation of its pursuit of high standards of corporate governance, and to provide transparent and additional information in compliance with the regulation of the London Stock Exchange wherein the Companys GDRs have been listed, the Company has also prepared its consolidated Accounts for the year ended June 30, 2009 drawn under the International Financial Reporting Standards (IFRS), duly audited in accordance with International Standards on Auditing by M/s Grant Thornton, a leading International Accounting firm. As per the consolidated accounts drawn under IFRS, the Company recorded revenues of Rs. 13,728.1 million for the financial year ended June 30, 2009, whilst the net profit after tax for the year was Rs. 1,891.6 million. The difference in the net profit as arrived under the Generally Accepted Accounting Practices in India, and net profit under IFRS was Rs. 1,039.3 million mainly on account of the following factors: Variation in the method of accounting for depreciation was Rs. 223.3 million; Share based payments to employees was Rs. 27.3 million; Accounting for FCCBs was Rs. 933.9 million and deferred taxation was Rs. 145.2 million. Dividend After considering the Companys profitability, cash flow and future expansion needs your Directors are pleased to recommend dividend of Rs. 3.00 per share, the same as in the previous year. The total quantum of dividend, if approved by members, will be Rs. 483.1 million, while Rs. 82.1 million will be paid by the Company towards dividend tax and surcharge on the same. Dividend in the hands of the shareholders will be tax-free. 67

The Register of Members and share transfer books will remain closed from November 17, 2009 to November 24, 2009, both days inclusive. The dividend will be paid to those shareholders whose names appear on the Register of Members of the Company on November 24, 2009. Financial Statements The Consolidated Financial Statements of the Company along with those of its subsidiaries and joint venture companies Shaw Rolta Limited and Rolta Thales Limited prepared as per Accounting Standards AS-21 and AS-27 of the Institute of Chartered Accountants of India form part of the Annual Report. The Ministry of Corporate Affairs, Government of India, New Delhi has exempted the Company from the provisions contained in sub-section (1) of Section 212 of the Companies Act, 1956 and as such the Company is not required to attach the financial statements of its eleven subsidiaries to the Companys Accounts for the year ended June 30, 2009. The Consolidated Financial Statements also include a statement containing key financial indicators separately for each subsidiary. The Accounts of the subsidiary companies will be made available to the investors specifically seeking such information at any point of time. The particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are also annexed and form part of this report. Inspection under section 209 A of the Companies Act 1956 was initiated by the office of Regional Director, Western Region, Ministry of Corporate Affairs, and the Company has taken steps for rectification, condonation / compounding with the appropriate authority. Business Operations Overview and Outlook The Indian IT/ITES Industry continues to show resilience in the face of severe economic downturn in key markets. According to the annual NASSCOM survey1, on the performance of the Indian IT-BPO services sector for FY 2008-09, this sector achieved gross revenues of US$ 58.8 billion in FY 2008-09 as against US$ 52 billion in FY 2007-08. Export revenues recorded a growth of 16.3% and clocked revenues of US$ 46.3 billion in FY 2008-09 up from US$ 40.4 billion in FY 2007-08. The domestic segment grew by 21.0% to register revenues of Rs. 570 billion as against Rs. 470 billion in FY 2007-08. The survey also projects that export revenue shall grow at 4 to 7 percent to reach US$ 48 to 50 billion during FY 2009-10. The domestic IT-BPO revenue for FY 2009-10 estimated at Rs. 650 billion to 670 billion representing a growth of 15.0%. Business Outlook During the year, the Company launched various unique and state-of the-art solutions, in the markets it operates in, by innovatively combining the technologies acquired from world-leading companies and its existing repository of extensive IPR.
1

The Company launched ROLTA Geospatial FusionTM, a unique solution for enabling fusion of various disparate geospatial and non-spatial databases and software applications. The Company now offers solutions for insightful decision-making by leveraging synergies between its own state-of-the-art Enterprise Geospatial Information Solutions (EGIS) and Enterprise IT Solutions (EITS) software and middleware products, and extensive domain expertise in various verticals. The Companys portfolio now covers conceptual design and consulting, development and customization of solutions, systems integration, implementation, technical support and maintenance. ROLTA Geospatial FusionTM has been very well received in various markets, with the Company having won orders in India, North America, the Middle East and Africa for these solutions. The Company also launched state-of-the-art solutions for Earth Science applications and are already deployed and being actively used for mission-critical applications, by hundreds of users, across the country. These solutions provide some of the most advanced Geo-Imaging and Photogrammetry capabilities, including knowledge based and neural network classification, automatic change detection and next generation stereo-imagery ingestion, triangulation, DEM, orthophoto generation and map finishing, from multi-sensor satellite and aerial imagery. The Company continues to maintain its leadership in the Indian Defense Geospatial market In the past year, Rolta has executed sensitive and large Defense projects, based on Roltas own Intellectual Property (IP), for complex Command & Control (C2) and Intelligence, Surveillance and Reconnaissance (ISR) requirements. With on-going transfer of technology from Thales, Rolta Thales Limited (RTL), the Company's joint venture with Thales, France, continues to develop and launch innovative solutions, customized for Indian defense requirements. This, combined with the Defense Industrial Licenses awarded to Rolta, positions the Company very well for addressing critical and very large modernization programs of the Indian Armed Forces, such as for Battle Field Management Systems, Tactical Communication Systems and Digital Soldier Systems. The Company has also launched very comprehensive and uniquely integrated solutions for the large Homeland and Maritime Security markets by leveraging the strengths of its own IP and Thales technology. During the year, the Company acquired Piocon Technologies, Inc. of Chicago, IL, USA, thereby acquiring exceptional capabilities to address critical operational and reliability needs of Owner-Operators. The Company launched ROLTA OneViewTM - a state-of-the-art and unique solution for addressing these needs by integrating business intelligence tools with enterprise-level engineering databases

http://www.nasscom.in/Nasscom/templates/normalpage.aspx?id=57224

68

and applications. This solution provides operational excellence and high reliability metrics through accurate and timely reporting on more than 100,000 pieces of equipment and hundreds of operations throughout a large plant. ROLTA OneViewTM provides significant improvements in plant operations, resulting in downtime reduction, inventory rationalization, optimization of raw material selection and improved planning. The Company continues to expand this exceptional solution, which provides a very high-value proposition, especially in these challenging times. This solution is field proven and deployed successfully in multiple refining facilities of one of the world's largest oil companies. The Companys JV with The Shaw Group Shaw Rolta Limited is making good progress and the Company is well positioned to take advantage of opportunities opening up in the Indian power sector, especially the nuclear power sector, by leveraging the strengths of its JV partner, the Shaw Group Inc., USA, a world leader in this field. The Enterprise Information and Technology Solution portfolio underwent a paradigm shift during the year. The Company now addresses the enterprise-wide end-to-end needs of organizations, with its comprehensive range of solutions and services for large-scale ERP applications, sophisticated database requirements, business intelligence and agile SOA implementations including enterprise application (EA), business process management (BPM) and governance. The Company launched the ROLTA SOA Today and ROLTA iPerspectiveTM based solutions. These exceptional solutions enables large organizations to quickly bring corporate strategy in line with business user needs while modernizing / upgrading their IT systems and uniquely make information stored in disparate databases and heterogeneous platforms securely available and re-usable across the enterprise. The ROLTA SOA TodayTM and iPerspectiveTM solution incorporates the Companys exceptional IPR (patent filed in US). The Company now addresses the mission-critical needs of customers in the core sectors of Oil & Gas, Power, Defence and Security. These sectors are poised for increased growth and the Company is very well placed to exploit these emerging opportunities, due to its successful track record of over 25 years and unique suite of solutions based on its own IP. CORPORATE GOVERNANCE Rolta continues to be committed to good corporate governance aligned with the best practices. It has complied with all the standards set out by SEBI and the Stock Exchanges.
TM

A separate Report on Corporate Governance along with Auditors Certificate on compliance with the conditions of Corporate Governance as per Clause 49 of the Listing Agreement with the Stock Exchanges is provided as a part of this Annual Report, besides the Management Discussion and Analysis, Risk Management and Shareholders Information. The Company has achieved dematerialization of 97 .89 % of its equity shares held in the electronic mode with NSDL and CDSL. The Company had set up, after its initial public offer, an inhouse Investor Service cell that is recognized by SEBI. Rolta has established connectivity with the NSDL and CDSL depositories in India to provide prompt transfer and demat services. Rolta accords high priority to the dissemination of information to investors by posting its Annual Report, Quarterly Results, and Press Releases on its website. The Company has initiated various investor friendly measures as elaborated elsewhere in this Annual Report. HUMAN RESOURCES Rolta has a vibrant work atmosphere and has been able to face the challenges of the economic downturn with fortitude. It continues to be an employer of choice across geographies. We are happy to report that in an HR Survey and the Employee Satisfaction Survey for the year 2009, Rolta has been ranked at the #1 position in Human Relations (HR), and at the 3rd position in overall ranking in the 2009 DATAQUEST survey of Best Employers in the IT sector. The overall composite rank is based on scores for HR and Employee Satisfaction Survey. Rolta was ranked amongst the top three in the Employee Satisfaction Survey in parameters such as Culture & Environment; Job Content / Growth Opportunity; Training, Salary & Compensation; and Leadership & Colleagues. The survey ranked companies based on personal interviews with over 2900 employees from numerous companies. Rolta has improved its standing from a commendable 4th position in the previous year to an even better 3rd overall rank this year. The Company formulated and implemented an Employee Stock Option Plan in accordance with the guidelines issued by SEBI. The ESOP 2007 and 2008 were amended with the approval of the members through a Postal Ballot, the results of which were declared on 15th June 2009. The Amendment provides for giving a choice to grantees of ESOP 2007 and 2008 to surrender their Options; such surrendered Options including the lapsed Options then become available to the Company for reissue. The implementation of this amendment is in process, however the details of the options granted and outstanding up to June 30, 2009, as required by clause 12 of the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, are set out in the Annexure to this Report. 69

PARTICULARS OF EMPLOYEES Rolta is presenting the abridged accounts under section 219 of the Companies Act 1956, pursuant to the rules and forms read with section 219 of the Companies Act 1956 and in terms of the provisions of section 217(2A) of the Companies Act 1956, read with the Companies ( Particulars of Employees ) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the annexure to the Directors Report. However, as per provisions of Section 219(1)(b)(iv) of the said Act, the annual report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company. DIRECTORS' RESPONSIBILITY STATEMENT As required by Section 217 (2AA) of the Companies Act 1956 your Directors confirm that; In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations regarding material departures, if any. The Directors had selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2008-09 and of the profit of the Company for that financial year. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Directors have prepared the Annual Accounts on a going concern basis. FIXED DEPOSITS The Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet. TRANSFER OF UNCLAIMED AMOUNTS TO IEPF Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, the dividends declared by the Company on equity shares, which have remained unclaimed for a period of seven years, have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act, last such unclaimed Dividend amount of Rs 1,25,02,675 for the financial year 2001 was transferred on August 05, 2009. 70

DIRECTORS The Board of Directors of the Company is broad based and comprises of individuals drawn from various fields. In terms of the Corporate Governance norms the Board of the Company comprises of 12 Directors, six of whom are Independent Directors. In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. Behari Lal, Mr. K R Modi and Mr. Benedict Eazzetta retire by rotation in the forthcoming Annual General Meeting. Being eligible, they offer themselves for reappointment. Mr Pannir Selvam, an independent Director on the Board suffered a massive cardiac arrest on 21st April 2009 and passed away. Consequently he ceased to be a Director of the company from that date. The Board places on record its deep appreciation of the services rendered by him during his tenure as Director of the Company. Mrs. Preetha Pulusani a Director tendered her resignation from the Board effective 18th June 2009. The Board places on record its deep appreciation of the services rendered by her during her tenure as Director of the Company. She however continues her association with the company as a Senior Technology Advisor. AUDITORS The Auditors of the Company, M/s Khandelwal Jain & Co. Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. ACKNOWLEDGMENTS Your Directors thank all the shareholders, customers, vendors, other business partners, Joint Venture partners M/s Shaw Group Inc, USA and M/s Thales group, France, Banks and Financial Institutions for the support extended by them. We also thank the Central Government, the concerned State Governments, and other Government authorities for their support. Your Directors also wish to place on record their appreciation of the contribution made by ROLTAites at all levels but for whose hard work, solidarity and support your Companys consistent growth would not have been possible.

For and on behalf of the Board of Directors,

Mumbai October 22, 2009

Kamal K Singh Chairman & Managing Director

Annexure to Directors Report


Annexure I to Directors Report A. CONSERVATION OF ENERGY In view of the nature of activities that are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 concerning conservation of energy are not applicable to the Company. Rolta being an IT Company requires minimal energy consumption and does not use motive power. However, every effort is made to ensure that energy efficient equipment is used to avoid wastage and conserve energy, as far as possible. B. RESEARCH & DEVELOPMENT (R&D) Since its inception, ROLTA has been continually developing innovative solutions, based on technologies from its partners, which have brought ever increasing value to the stakeholders. In recent years, the Company has made concerted efforts and large investments to establish dedicated research and development centers for building its own intellectual property for creating solutions that are world-class and stand out for their uniquely innovative approach to addressing enterprise-level decision support needs. ROLTA has established R&D Centers in Mumbai, and at its wholly owned subsidiaries in Chicago, Denver, Atlanta and Toronto. Ministry of Science & Technology of the Government of India has accorded recognition to ROLTAs in-house R&D facilities. ROLTAs R&D Teams are working on numerous exciting projects and a few examples of solutions and technologies developed by ROLTA R&D are given below. Application integration is the #1 IT challenge, according to a 2008 survey of IT professionals. As companies grow, they develop more and more applications and technologies that arent capable of sharing data. Islands of data form with redundant content, resulting in excessive overhead and risk of having the wrong data in the wrong place at the wrong time. Finding the right integration solution remains a top challenge for CTOs. Traditional offerings require many different connector software modules, long implementation times and lots of investment. They often dont deliver to the real end users needs. Changes to the traditional offerings take time as well, and can end up pushing business past the window of opportunity. ROLTA R&D has successfully harnessed the power of Service Oriented Architecture (SOA) to develop a unique approach that optimally combines elements of IT infrastructure with business requirements to create seamless web services (WS). In SOA, clients access application servers and diverse platforms through standard protocols and data formats without needing to know or change the code or coding language. ROLTA iPerspectiveTM is a technology that offers a very unique suite of software tools to create and manage SOA services. iPerspective automatically creates, generates and deploys secured web services. By creating a standard, secure conduit to data sources, iPerspective generates and manages files needed to expose tables, views, packages, procedures, and functions as web services. It makes them appear as if they are on one platform. It exposes existing code and makes code reuse easy by wrapping all existing procedures, packages, etc., as services available to databases. ROLTA has filed for patents in the USA. (Non-provisional Patent Application Under 35 U.S.C. #111(a) and 37 C.F.R. #1.53(b) In the United States Patent and Trademark Office Service Oriented Architecture System and Method). ROLTA Geospatial FusionTM integrates disparate systems using seamless configuration techniques, cutting down costs and development time in the process. Spatial integration is achieved through a robust administrative engine. Business systems integration is achieved through the rapid creation of SOA web services via our iPerspectiveTM software. These high-impact solutions complement traditional data warehouse systems by eliminating data redundancy and accessing information from enterprise systems whenever its required. ROLTAs Geospatial Fusion Solution has the power to bring information together from various systems, without the need for transformation.
71

Annexure to Directors Report


The configuration capability of ROLTAs Geospatial Fusion supports a rapid prototyping approach that provides immediate results through incremental development. The Geospatial Fusion framework configures quickly and combines the capabilities of available commercial GIS and business systems with ROLTAs unique integration technologies, ensuring rapid deployment. ROLTA OneViewTM is a web-based business intelligence application which empowers personnel in the process and power industries to make on-time decisions at all levels of the organization. ROLTA OneViewTM provides an innovative platform to improve overall performance and operational effectiveness by aligning the work-process efforts of personnel with the specific goals of the business. By creating a holistic center from which collaborative decision making can take place, ROLTA OneViewTM lowers organizational risk and establishes a cross-functional paradigm shift that unites diverse users around one view of their business. The Common Object Model serves as the informational backbone for all facets of OneView. This single point of access provides a cross-functional view of multi-sourced information based on International Standard for Integration (ISA-95) and other industry standards and best practices. This comprehensive data warehouse incorporates all relevant history and trending, providing for slice and dice and drilling capabilities. The OneView ETL and SOA Layers have been designed to maximize versatility and connectivity. Pre-built connectors accommodate industry-leading source applications. Additional connectors can be readily integrated. Data integrity and proper
5.

aggregation are assured and SOA capability is provided through TM ROLTAs iPerspective solution. ROLTA has developed software toolsets for photogrammetric mapping and processing of aerial and satellite imagery. These are being continually enhanced to add functionality, as also to improve productivity of users. For example, R&D efforts are on to interface with a multitude of new sensors being released by various agencies world-wide, including those mounted on Indian satellites; to introduce higher levels of automation for gains in productivity and accuracy for 3-D map compilation. Rolta Image Processing software isbeing developed to exploitawide range of images, captured fromactive and passivesatellitesensors. The image display system would be scalable and efficient so that large images of the tune of 100s of GB size are displayed rapidly. This involves research in the areas of data reading, data re-sampling and tiling and smart rendering. Image analysis functionalities include reading and writing OGC compliant image files, image registration and ortho-rectification, image manipulation, unsupervised classification, contrast enhancement and filtering of images. ROLTAs R&D Centers are engaged in developing solutions that leverage ROLTAs IP for various vertical segments. For example, ROLTA is developing solutions based on ROLTA Geospatial Fusion engine that are of national importance in the areas of Defense & Homeland Security. For commercial organizations, we have developed enterprise level decision support systems for Economic Development agencies, Utility companies, Oil Refineries and Transportation agencies.
(Rs. In Lacs) Year ended 30th June 2009 Year ended 30th June 2008 2023.46 2524.48 4547.94 4.24%

Expenditure on R & D

a b c d

Capital Revenue Total Total R & D expenditure as a percentage of total turnover

2511.84 5170.26 7682.10 5.60%

C. FOREIGN EXCHANGE EARNINGS & OUTGO The information on foreign exchange earning and outgo is contained in the notes to the accounts.
72

Annexure to Directors Report


Annexure II to the Report of the Directors Statement as at June 30, 2009, pursuant to Clause 12 (Disclosure in the Directors' Report) of the Securities Exchange Board of India (Employee Stock Option Scheme) Guidelines, 1999.
Description a) Options granted ESOP Grant FY 2002-03 911,500 options granted by the Company on December 30, 2003 at the exercise price of Rs 111.35 per share.(Rs 55.68 Ex Bonus) ESOP Grant FY-2005-06 852,500 options granted by the Company on April 24,2006 at the exercise price of Rs 252.30 per share.(Rs 126.15 ex bonus) ESOP Grant FY 2006-07 1,427,500 options granted by the Company on April 24,2007 at the exercise price of Rs 419.70 per share (Rs 209.85 ex bonus) ESOP Grant FY 2007-08 a)1,25,000 options at Rs 481.45 ( Rs 240.73 ex- bonus) per share on July 23, 2007, b)1,25,000 options at Rs 232.15 per share on January 31,2008 ,c) 3,00,000 options at Rs 339.35 on April 30, 2008 and d)14,55,500 options at Rs 261.75 per share on June 27,2008 granted by the Company. Options have been granted at the closing market price of the Equity shares of the Company on the Stock Exchange, Mumbai in the case of a) above and National Stock Exchange in the case of b), c) and d) above on the respective dates of grant of options. Nil, as the period of two years will be completed only from July 23,2009 onwards. NIL NIL ESOP Grant FY 2008-09 1,20,000 options granted by the Company on November 03,2008 at the exercise price of Rs 191.70 per share.

b)

Pricing formula

Options have been granted at the closing market price of the Equity shares of the Company on the Stock Exchange, Mumbai, on the date of grant of options (30-12-2003).

Options have been granted at the closing market price of the Equity shares of the Company on the Stock Exchange, Mumbai, on the date of grant of options (24-04-2006).

Options have been granted at the closing market price of the Equity shares of the Company on the Stock Exchange, Mumbai, on the date of grant of options (24-04-2007).

Options have been granted at the closing market price of the Equity shares of the Company on National Stock Exchange, on the date of grant of options (03.11.2008).

c)

Options vested

637,000 options have 505,375 options have 645,000 options have vested with effect vested with effect vested with effect from December 30, from April 24,2008 from April 24,2009 2005 457,408 914,816 (incl bonus shares) 204,337 408,674 (incl bonus shares) NIL NIL

Nil, as the period of two years will be completed only from November 03,2010. NIL NIL

d) e)

Options exercised Total number of Ordinary shares arising out of the Options Options lapsed/Surrendered

f)

365,273 options have lapsed consequent upon the cessation of employment by the allottees and non exercise of vested options.

204,500 options have lapsed consequent upon the cessation of employment by the allottees.

161,250 options have lapsed consequent upon the cessation of employment by the allottees and 245,000 options have been surrendered by grantees upto June 30, 2009.

150,000 and 42,500 NIL out of grants made on April ,30,2008 and June 27,2008 respectively have lapsed consequent upon the cessation of employment by the allottees. 180,000 options have been surrendered by grantees upto June 30, 2009.

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Annexure to Directors Report


Description g) Variations of terms of options ESOP Grant FY 2002-03 Not Applicable ESOP Grant FY-2005-06 In April 2007 terms of options were changed as follows 1) 50% of options were made exercisable at the end of 2 years instead of 25% 2) Exercise period increased from 1 year to 3 years from the date of vesting 3) In the case of death of a grantee, all options granted shall vest immediately on such death to be exercised by his legal heirs. 4) In case of permanent Incapacitation of grantee, all options granted shall vest immediately on such incapacitation. 5) In the event of any change of control of the Company, a provision has been made for accelerating the vesting/exercise period in certain cases under the Scheme. 5,15,54,225.10 ESOP Grant FY 2006-07 In June 2009 terms of options were changed as follows 1. An enabling provision was made in the terms of the Plan for voluntary surrender of vested and unvested options by the grantees at any time during their employment in the company with a provision to reissue surrendered options. ESOP Grant FY 2007-08 In June 2009 terms of options were changed as follows 1. An enabling provision was made in the terms of the Plan for voluntary surrender of vested and unvested options by the grantees at any time during their employment in the company with a provision to reissue surrendered options. ESOP Grant FY 2008-09 In June 2009 terms of options were changed as follows 1) An enabling provision was made in the terms of the Plan for voluntary surrender of vested and unvested options by the grantees at any time during their employment in the company with a provision to reissue surrendered options.

h)

Money realized by exercise of the Options Total number of Options in force i) Details of Options granted to senior managerial personnel during the FY

Rs 50,932,380.08

NIL

NIL

NIL

i)

88,819

443,663

1,021,250

1,633,000

120,000

j)

NIL

ii) Any other employee who receives in any one year of grant of option amounting to 5% or more of options granted during that year

NIL

NIL

NIL

NIL

NIL

74

Annexure to Directors Report


Description iii) Identified NIL employees, who were granted options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of the grant. k) ESOP Grant FY 2002-03 NIL ESOP Grant FY-2005-06 NIL ESOP Grant FY 2006-07 NIL ESOP Grant FY 2007-08 NIL ESOP Grant FY 2008-09

Diluted Earning Per Share(EPS) calculated in accordance with Accounting Standard 20 issued by ICAI for the year ended June 30,2009. i) Method of calculation of employee compensation cost

Rs 23.08

l)

The Company has calculated the employee cost using the intrinsic value method of accounting to account for Employee Options granted in 2003, 2006, 2007 and 2008. The stock based compensation cost as per the intrinsic value method for the year ended June 30, 2009 is Nil.

ii) Difference between the employee compensation cost so computed at (i) above and the employee compensation cost that shall have been recognised if fair value of options had been used iii) The impact of the difference on profits and EPS of the Company for the Year ended June 30,2007 had fair value of options had been used for accounting Employee Options

Rs 1179.39 lacs

Profit After Tax As reported Less: Fair Value compensation cost Adjusted Profit After Tax Earning per Share Basic As reported As adjusted Diluted As reported As adjusted

Rs in lacs 37232.40 1179.39 36053.01 in Rs 23.13 22.40 23.08 22.35

m)

Weighted average exercise price and weighted average fair values of options granted during the year whose exercise price equals market price of stock on the Grant Date (There are no options granted whose exercise price either exceeds or less than the market price of the stock

ESOP Grant November 03,2008 Rs Weighted Average Exercise Price 191.70 Weighted Average Fair value of Option 80.91

n)

A description of method and significant assumptions used during the year to estimate the fair value of options granted during the year. The fair value of options has been calculated by using Black Scholes' Method. The assumptions used in the above are: ESOP- November 2008 Risk free interest rate Expected Average Life of Options Expected Volatility based on daily closing market price Expected Dividend Yield The price of underlying share in the market at the time of Grant 8% 4.25 48.46% 1.83 % 191.70

75

Corporate Social Responsibility


On Corporate Social Responsibility (CSR), Peter Drucker, the father of modern management stated, One is responsible for one's impact, whether they are intended or not. This is the first rule. At Rolta, this is the basic tenet and founding principle for all our CSR activities. The Company understands that just as every individual impacts society, so does every corporate entity - and more so, because of its size and extent. Social responsibilities are of two types. They may emerge out of social impacts of the corporate or they may arise out of the problems of the society itself. The first deals with what a company does to society and the second is concerned with what a company can do for society. Since every company can exist only within a social environment, it is indeed an organ of society and as such social problems will affect a company. At Rolta, this philosophy is understood very well and the company has made the Rolta Foundation a conduit for all its CSR activities. Of the many challenges that our society faces, the Rolta Foundation has identified a few prime ones and has taken major steps to address these. The Rolta Foundation focuses on Health, Education and Social Upliftment across the economically challenged sections of the society. The Rolta Foundation is involved directly and indirectly (through other charitable trusts) in these activities. It has ensured that the activities undertaken and the consequent donations made are put to good use and follows up on the end result of the initiative. Significant amounts have been donated to various charitable organizations in the matter of providing educational facilities, medical facilities and improving the wellbeing and general care of orphans, physically challenged and economically challenged children. Major initiatives have already been undertaken across the country and a few examples of the work done are given below: 1. The Foundation has donated critical funds required by the SV Institute of Medical Sciences (SVIMS) a medical wing of the Tirumala Tirupati Devasthanam (TTD), who have recently started the Rolta Oncology Block for the latest treatment of Cancer patients. This is an immediate need in southern part of the country to mitigate suffering of Cancer patients. Another donation has been made to the BIRRD medical wing, for infrastructural facilities for providing medical assistance to thousands of patients on daily basis. The Foundation has helped the Andrew's Vision Centre at Wilson College, Mumbai with special IT equipment to set up a centre for the visually challenged. A fully equipped Digital Library has been provided to the Sri Siddhivinayak Temple Trust, Mumbai where thousands of 5. students are taking advantage of study material placed in the Library. The Foundation has donated computers and other IT networking systems for the library setup. Rolta is pleased that this Digital Library has been credited and acknowledged by being named as the ROLTA Library. Also, substantial financial assistance has been provided for establishing a diagnostic center with latest equipment and infrastructure facilities, in the new complex coming up adjacent to the Trusts present building. This center will serve people from all parts of the country. 4. A mobile workshop and ambulance bus has been provided to the Sri. Bhagwan Mahaveer Viklang Sahayata Samiti, Jaipur. This bus is fully equipped with machinery and necessary apparatus required for manufacturing artificial limbs and travels right up to the borders of the country and especially Jammu and Kashmir areas, where our Jawans and other Civilians are provided on the spot attendance in the making of artificial limbs and fitting the same. This service eliminates the need for travel to Jaipur and gives confidence and new lease of life to physically challenged persons. The foundation has provided financial assistance to National Society for Prevention of Blindness to perform operative procedures to correct vision related ailments for poor and needy patients in Madhya Pradesh. The United Physically Handicapped School, Coimbatore has been provided donations for it to cater to the requirements of physically challenged children, helping them with care and good education for their better future prospects. The Cancer Patient Aid Association, Mumbai, is actively involved in elevating the sufferings of the Cancer patients from all sections of society. The Foundation has donated funds to the Association to support its efforts. The Foundation has provided assistance in the form of computer lab to Shri C. B. Gupta Vidyapeeth , Aligarh Mathura Road UP, to train the students of the college in use of computers. Assistance has been provided to Blind Association of India, Mumbai for catering to the medical needs of its blind and destitute students. The Foundation has also provided computer systems for training the students and helping them secure their future.

6.

7.

8.

9.

2.

Despite having undertaken these activities, the Foundation understands that there is still so much more to do and much more that can be done. The Rolta Foundation is committed to continue to work, relentlessly, to ensure improvement of general health, spread of non-formal education among all members in the community and the upliftment of the underprivileged strata of society.

3.

76

Auditors Report
To The Board of Directors of Rolta India Limited:

We have audited the attached Consolidated Balance Sheet of Rolta India Ltd. (the Company) and its subsidiaries & joint ventures (collectively, 'the Group') as at 30th June, 2009, and also the Consolidated Profit and Loss Account and the Consolidated Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis of our opinion. We did not audit the financial statements of Rolta International Inc. USA and its subsidiaries whose financial statements reflect total assets Rs. 379.32 crores as at 30th June 2009, total revenue of Rs. 394.38 crores & cash outflow of Rs.13.32 crores for the year ended 30th June, 2009 and the financial statements of Rolta UK Ltd, Rolta Saudi Arabia Ltd., Rolta Middle East FZ LLC, UAE, whose financial statements reflect total assets (Rs. 76.21) crores as at 31st March 2009, total revenue of Rs. 78.43 crores & cash inflow of Rs.2.15 crores for the year ended 31st March, 2009, These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and our opinion is based solely on the report of other auditors.

We report that the Consolidated Financial Statements have been prepared by the Management of the Company in accordance with the requirements of Accounting Standard 21 (AS) 21. "Consolidated Financial Statements" and Accounting Standard 27 (AS-27), "Financial Reporting of Interests in Joint Ventures" issued by the Institute of Chartered Accountants of India. Based on our audit and on consideration of reports of other auditors on separate financial statements and on the other financial information of the components, and to the best of our information and according to the explanations given to us, we are of the opinion that the attached Consolidated Financial Statements give a true and fair view in conformity with the accounting principles generally accepted in India: a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 30th June, 2009; b) in the case of the Consolidated Profit and Loss Account, of the Profit for the year ended on that date; and c) in the case of the Consolidated Cash Flow Statement, of the cash flows for the year ended on that date.

For Khandelwal Jain & Co. Chartered Accountants

Shivratan Agarwal Partner Membership No. 104180 Place: Mumbai Date: August 03, 2009 77

Rolta India Limited and it's Subsidiaries As at 30th June 2009


SOURCES OF FUNDS Shareholders' Funds Share Capital Reserves & Surplus Loan Funds Secured Loans Unsecured Loan Deferred Tax Liability (net) Minority Interest Total APPLICATION OF FUNDS Fixed Assets Gross Block Less: Depreciation / Amortisation Net Block Add: Capital Work In Progress

Consolidated Balance Sheet


Schedules

(Amount in Rs.)

30th June 2009

30th June 2008

A B

1,610,066,150 12,805,565,539 14,415,631,689

1,608,975,510 10,247,441,628 11,856,417,138 6,937,936,091 458,626,656 15,361,369 19,268,341,254

C D

3,858,311,221 6,109,037,181 478,949,574 7,978,888 24,869,908,553

E 16,518,105,140 4,047,484,069 12,470,621,071 2,793,142,947 15,263,764,018 3,009,800,561 354,171,135 174,075,623 72,177,642 104,523,579 5,950,948,316 1,375,760,604 136,175,453 1,168,713,608 8,736,121,560 2,740,201,986 5,995,919,574 24,869,908,553 R 10,583,293,334 4,090,439,257 6,492,854,077 1,729,193,847 8,222,047,924 2,000,166,482 2,816,253,499 63,306,431 214,187,306 5,017,795,912 2,598,304,034 215,667,414 945,167,262 8,991,121,928 2,824,555,010 6,166,566,918 19,268,341,254

Goodwill Investments Foreign Currency Monetary Item Translation Difference Account Deferred Tax Assets (net) Current Assets, Loans And Advances a) Inventories b) Sundry Debtors c) Cash & Bank Balances d) Other current assets e) Loans & Advances Less : Current Liabilities And Provisions Net Current Assets Total Significant Accounting Policies And Notes To Accounts

G H I J K L

The Schedules referred to above and the notes thereon form an integral part of the Balance Sheet This is the Balance Sheet referred to in our report of even date For and on behalf of Board of Directors For Khandelwal Jain & Co.
Chartered Accountants

Shivratan Agarwal
Partner

K K Singh
Chairman & Managing Director

R.R.Kumar
Director

K.R.Modi
Director

M.No.104180

Atul D. Tayal
Jt. Managing Director

Hiranya Ashar
Director - Finance & Chief Financial Officer

Dharmesh Desai
Executive Vice President Legal & Company Secretary

Mumbai, Date: August 03, 2009

Mumbai, Date: August 03, 2009

78

Rolta India Limited and its Subsidiaries For The Year Ended 30th June 2009
INCOME Sale of IT Solutions & Services Other Income Total

Consolidated Profit And Loss Account


Schedules

(Amount in Rs.)

30th June 2009

30th June 2008

13,728,128,951 690,437,400 14,418,566,351

10,722,143,683 169,751,168 10,891,894,851

EXPENDITURE Material Cost Manpower cost Other expenses Interest Depreciation / Amortisation Total Profit Before Tax Less : Provision For Taxation (Refer Note No 7 of schedule R) Profit After Tax Add : Minority Share in Losses Profit For The Year Add : Balance brought forward from previous year Balance Available For Appropriation APPROPRIATIONS Dividend Paid Proposed Dividend Income Tax on Proposed / Paid Dividend Transfer to General Reserve Balance Carried To Balance Sheet Earnings Per Share (equity shares,par value Rs.10 each) Basic Diluted (Refer Note No 14 of Schedule R) Significant Accounting Policies And Notes To Accounts

N O P Q E

1,967,941,741 5,486,663,989 1,638,262,457 125,837,443 1,867,124,318 11,085,829,948 3,332,736,403 401,849,359 2,930,887,044 7,382,482 2,938,269,526 6,223,202,372 9,161,471,898 111,605 483,019,845 86,356,941 388,573,996 8,203,409,511 18.25 18.21

2,560,344,127 3,200,780,855 1,063,623,778 1,382,535,395 8,207,284,155 2,684,610,696 387,799,654 2,296,811,042 9,138,631 2,305,949,673 4,756,871,743 7,062,821,416 90,075 482,692,653 86,297,674 270,538,642 6,223,202,372 14.37 14.19

The Schedules referred to above and the notes thereon form an integral part of the Balance Sheet This is the Balance Sheet referred to in our report of even date For and on behalf of Board of Directors For Khandelwal Jain & Co.
Chartered Accountants

Shivratan Agarwal
Partner

K K Singh
Chairman & Managing Director

R.R.Kumar
Director

K.R.Modi
Director

M.No.104180

Atul D. Tayal
Jt. Managing Director

Hiranya Ashar
Director - Finance & Chief Financial Officer

Dharmesh Desai
Executive Vice President Legal & Company Secretary

Mumbai, Date: August 03, 2009

Mumbai, Date: August 03, 2009

79

Schedules Forming Part of Consolidated Balance Sheet


As at 30th June 2009
(Amount in Rs.)

SCHEDULE - A SHARE CAPITAL Authorised : 250,000,000 (Previous Year 250,000,000) Equity Shares of Rs.10 each Issued, Subscribed & Paid up : 161,006,615 (Previous Year 160,897,551) Equity Shares of Rs.10 each fully paid up. (Refer Note No.8 of Schedule R) SCHEDULE - B RESERVES AND SURPLUS Securities Premium Account As Per last Balance Sheet Add: Reversal of Premium on buyback of FCCBs (Refer Note No.10 (c) of Schedule R) Add: Receipts on Exercise of Stock Option by Employees Less: Share / Bond Issue Expenses Less: Capitalisation on Issue of Bonus Shares Less: Premium on Redemption of Bonds Balance at the end of the year Statutory Reserves (Refer Note No. 6 of Schedule R) Merger Reserve Translation Reserve (Refer Note No. 1.2 b (v) of Schedule R) General Reserve As per last Balance Sheet Less: Adjustment for Employee Benefit Provision (As per revised AS-15) Add : Adjustment on adoption of Companies (Accounting Standards) Amnendment Rules 2009 (Refer Note No.11 of Schedule R) Add : Transfer from Profit & Loss Account Balance at the end of the year Surplus in Profit & Loss Account Transferred from Profit & Loss A/c. SCHEDULE - C SECURED LOANS External Commercial Borrowings Other Term Loans (Refer Note No.9 of Schedule R) SCHEDULE - D UNSECURED LOANS Foreign Currency Convertible Bonds (FCCB) Premium on Redemption of Bonds (Refer Note No.10 of Schedule R) SCHEDULE - E FIXED ASSETS
PARTICULARS GROSS BLOCK

30th June 2009

30th June 2008

2,500,000,000 2,500,000,000 1,610,066,150 1,610,066,150

2,500,000,000 2,500,000,000 1,608,975,510 1,608,975,510

2,821,829,199 130,388,363 7,127,462 2,959,345,024 382,299,154 2,577,045,870 10,448,850 5,490,003 179,291,630 1,126,469,880 314,835,798 388,573,996 1,829,879,674 8,203,409,511 12,805,565,539

4,091,550,780 57,005,493 4,148,556,273 14,835,753 801,365,230 510,526,091 2,821,829,199 7,999,950 5,998,150 61,942,077 888,823,963 32,892,725 270,538,642 1,126,469,880 6,223,202,372 10,247,441,628

2,537,110,000 1,321,201,221 3,858,311,221

5,346,600,300 762,436,881 6,109,037,181

6,427,410,000 510,526,091 6,937,936,091

(Amount in Rs.)
DEPRECIATION / AMORTISATION NET BLOCK

Free Hold Land Lease Hold Land Building Computer Plant & Machinery Other Equipment Furniture & Fixtures Vehicles Sub Total Intangible Assets (Intellectual Property Rights) GRAND TOTAL PREVIOUS YEAR

Opening Balance 01.07.2008 104,753,088 76,156,243 2,164,750,635


7,480,337,910 363,992,141 312,952,324 80,350,993 10,583,293,334

Additions Sale/ During The Adjustment Year During the Year (5,181,491) 2,016,440,384 5,906,626
4,815,228,090 212,526,276 290,052,251 852,823 7,335,099,824 1,876,347,761 32,397,518 (22,398,907) 7,653,882 1,894,725,389

Closing Balance 30.06.09


109,934,579 76,156,243 4,175,284,393 10,419,218,239 544,120,899 625,403,482 73,549,934 16,023,667,769

Up-to 30.06.2008
9,891,470 216,315,178 3,643,171,716 114,776,853 90,398,815 15,885,225 4,090,439,257

For the Year


1,118,999 52,488,323 1,718,542,312 24,828,607 34,212,402 8,213,671 1,839,404,314

On Deduction / Adjustment 2,249,997


1,885,504,117 24,587,807 (4,450,140) 23,66,727 1,910,258,508

Up-to 30.06.09
11,010,469 266,553,504 3,476,209,911 115,017,653 129,061,357 21,732,169 4,019,585,063

As-at 30.06.09
109,934,579 65,145,774 3,908,730,889 6,943,008,328 429,103,246 496,342,125 51,817,765 12,004,082,706

As-at 30.06.2008
104,753,088 66,264,773 1,948,435,457 3,837,166,194 249,215,288 222,553,509 64,465,768 6,492,854,077

10,583,293,334 8,283,458,694

494,437,371 7,829,537,195 3,224,506,540

1,894,725,389 924,671,900

494,437,371 16,518,105,140 10,583,293,334

27,720,004 (179,002) 27,899,006 466,538,365 4,090,439,257 1,867,124,318 1,910,079,506 4,047,484,069 12,470,621,071 6,492,854,077 3,619,102,468 1,382,535,395 911,198,606 4,090,439,257 6,492,854,077

80

Schedules Forming Part of Consolidated Balance Sheet


As at 30th June 2009
SCHEDULE - F INVESTMENT Current Investment (Non Trade) Investment in Mutual Funds (Debt funds) 354,171,135 354,171,135 SCHEDULE - G INVENTORIES Software & Toolkits 104,523,579 104,523,579 SCHEDULE - H SUNDRY DEBTORS (Unsecured) Outstanding for a period exceeding 6 months Considered Doubtful Less: Provision for Doubtful Debts Considered Good Others (Considered Good) 46,593,146 46,593,146 2,802,773,575 3,148,174,741 5,950,948,316 SCHEDULE - I CASH AND BANK BALANCES Cash on Hand Balances with Schedule banks in Current Accounts Dividend Accounts Deposit Accounts 226,712,761 50,478,154 1,097,543,666 1,375,760,604 SCHEDULE - J OTHER CURRENT ASSETS Interest Accrued Other receivables 81,412,934 54,762,519 136,175,453 SCHEDULE - K LOANS AND ADVANCES (Unsecured, considered good) Unbilled Revenues Advances, Security Deposits recoverable in cash or in kind or for value to be received Prepaid Expenses 731,599,483 315,111,654 122,002,471 1,168,713,608 773,942,856 57,034,101 114,190,305 945,167,262 131,206,252 84,461,162 215,667,414 470,472,796 54,844,454 2,070,971,080 2,598,304,034 1,026,023 2,015,704 15,695,378 15,695,378 1,986,599,643 3,031,196,269 5,017,795,912 214,187,306 214,187,306 2,816,253,499 2,816,253,499
(Amount in Rs.)

30th June 2009

30th June 2008

81

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account
As at 30th June 2009
SCHEDULE - L CURRENT LIABILITIES & PROVISIONS CURRENT LIABILITES Sundry Creditors Income Received in Advance Advances from Customers Unclaimed Dividend Interest Accrued but not due on loans Other Liabilities PROVISIONS Provision for Gratuity Provision for Leave Encashment Provision for Warranties Provision For Income Tax (Net of Advance Tax and inclusive of MAT Credit) Proposed Dividend Income Tax on proposed dividend
(Amount in Rs.)

30th June 2009

30th June 2008

584,869,101 97,404,580 52,863,119 50,478,154 8,202,990 1,000,273,369 1,794,091,313 52,861,371 100,717,593 4,659,691 222,762,950 483,019,845 82,089,223 946,110,673 2,740,201,986

718,149,904 193,568,467 6,057,824 54,844,454 1,025,604,640 1,998,225,289 39,128,689 68,759,558 9,697,936 141,468,019 482,692,653 84,582,866 826,329,721 2,824,555,010

For the year ended 30th June 2009


SCHEDULE - M OTHER INCOME Interest (net) (TDS Rs.36,109,444/- Previous Year Rs. 29,887,892/-) Dividend on Current Investment Profit/(Loss) on Sale of Current Investment Profit on buy back of FCCBs (Refer Note No 10 c of Schedule R) Exchange Difference Gain/(Loss) Miscellaneous Income

For the year ended 30th June 2008

89,112,888 91,080,275 4,464,693 250,230,851 201,792,271 53,756,422 690,437,400

162,089,050 167,583,913 25,330,425 (298,907,629) 113,655,409 169,751,168

SCHEDULE - N MATERIAL COST a) Material & Subcontracting Cost b) (Increase) / Decrease in Stock in Trade Opening Stock Software & Toolkits Less : Closing Stock Software & Toolkits (increase) / Decrease In Stock In Trade Material Cost

1,858,278,014

2,572,346,683

214,187,306 104,523,579 109,663,727 1,967,941,741

202,184,750 214,187,306 (12,002,556) 2,560,344,127

82

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account
(Amount in Rs.)

SCHEDULE - O MANPOWER COST Salaries, Wages & Bonus Technical Conversion Charges Contribution to Provident and Other Funds Gratuity Welfare Expenses

For the year ended 30th June 2009


5,112,236,611 181,862,199 164,446,669 18,620,839 9,497,671 5,486,663,989

For the year ended 30th June 2008


3,050,649,372 61,307,400 51,922,282 20,580,235 16,321,566 3,200,780,855

SCHEDULE - P OTHER OPERATING EXPENSES Electricity Repairs & Maintenance - Buildings - Machinery - Others Assets Rent Rates & Taxes Insurance Advertisement Sales Promotion Communication Expenses Travelling & Conveyance Printing & Stationery Bank & Other Charges Auditors' Remuneration Directors' Sitting Fees Legal & Professional Fees Loss on Sale of Fixed Assets Provision for Bad & Doubtful Debts Donation Amortisation of foreign exchange fluctuation Miscellaneous Expenses 78,763,957 14,896,536 63,888,645 23,547,038 195,387,925 15,310,717 18,255,589 59,996,496 96,568,846 105,840,341 563,533,671 30,761,245 37,533,290 6,754,336 1,100,000 103,353,875 2,641,469 30,897,768 278,025 136,505,466 52,447,222 1,638,262,457 58,001,082 19,024,548 15,372,583 11,214,758 59,711,685 10,111,293 7,853,860 41,790,765 91,490,014 65,966,823 369,666,655 30,478,791 21,822,174 7,898,502 1,080,000 158,622,441 4,342,154 15,695,378 6,648,322 66,831,950 1,063,623,778

SCHEDULE - Q INTEREST On Fixed loans 125,837,443 125,837,443 SCHEDULE - R SIGNIFICIANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS 1.0. Background: 1.1. Overview: Rolta India Limited ("RIL" or the "Company"), a publicly held company together with its subsidiaries Rolta International Inc., USA (RUS), Rolta Middle East FZ LLC UAE (RME), Rolta Saudi Arabia Limited, Saudi Arabia (RSA), Rolta UK Limited, UK (RUK), Rolta Thales Limited (RTL) & joint venture company Shaw Rolta Limited (SRL) (formerly Stone & Webstar Rolta Ltd.) (Collectively, 'the Group') is primarily engaged in the Engineering Design /GIS solutions, e-business and other IT related services. 1.2 Basis of Consolidation: a) Basis of Preparation of Financial statements i) The Consolidated Financial Statements (CFS) have been prepared in accordance with the Accounting Standard 21 (AS-21), "Consolidated Financial Statement" and Accounting Standard 27 (AS -27), "Financial Reporting of Interests in Joint Ventures" issued by the Institute of Chartered Accountants of India. ii) The CFS includes the financial statements of Rolta India Ltd., all its subsidiaries and Joint Venture Company. -

83

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account
iii) The Financial Statements of the certain subsidiary company's used in the preparation of the CFS are drawn upto the same reporting date of the company i.e. 30th June 2009. In case of other subsidiaries where the financial statements are not drawn up to the same reporting date as of the parent company, adjustments are made for significant transactions or other events that occur between the dates of the financial statements of the subsidiary and the parent company. iv) The information on subsidiary companies whose financial statements are consolidated is given below.
Sr. No.
1 2 3 4 5 6 7 8 9 10 11

Particulars
Rolta International Inc. Rolta Canada Ltd. Rolta TUSC Incorporated Rolta Asia Pacific Pty Ltd. Piocon Technologies Inc Rolta Saudi Arabia Ltd Rolta Middle East FZ-LLC Rolta U. K. Ltd. Rolta Benelux B. V. Rolta Deutschland GmbH Rolta Thales Limited

Country of Incorporation
U.S.A Canada U.S.A Australia U.S.A Saudi Arabia U.A.E U.K. Neatherlands Germany India

Extent of Interest
100% Subsidiary 100% Subsidiary of RUS 100% Subsidiary of RUS 100% Subsidiary of RUS 100% Subsidiary of RUS 75% Subsidiary 100% Subsidiary 100% Subsidiary 100% Subsidiary of RUK 100% Subsidiary of RUK 51% Subsidiary

Financial Year
01.07.2008 to 30.06.2009 01.07.2008 to 30.06.2009 01.07.2008 to 30.06.2009 01.07.2008 to 30.06.2009 28.12.2008 to 30.06.2009 01.04.2008 to 31.03.2009 01.04.2008 to 31.03.2009 01.04.2008 to 31.03.2009 01.04.2008 to 31.03.2009 01.04.2008 to 31.03.2009 01.07.2008 to 30.06.2009

v) The Company does not have investments in Associates as defined in Accounting Standard - 23 (AS-23) "Accounting for Investments in Associates in Consolidated Financial Statements" issued by the Institute of Chartered Accountants of India. vi) The Company's share in the assets, liabilities income and expenses in the following jointly controlled entity is included in the CFS. Name of JV Shaw Rolta Ltd. (Formerly Stone & Webster Rolta Ltd.) b) Country of incorporation India Share in JV 50%

Principles of Consolidation: i) The Financial Statements of the Company & its subsidiary companies have been consolidated on a line-by-line basis by adding together the book value of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and transactions resulting in unrealized profits or losses. ii) The Financial Statements of joint venture has been combined by applying proportionate consolidation method on a line by line basis on items of assets, liabilities, income and expenses, after fully eliminating proportionate share of unrealized profits or losses. iii) The CFS have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented to in the same manner as the Company's separate financial statements except in respect of accounting policies of depreciation and retirement benefit where it was not practicable to use uniform accounting policies in case of certain subsidiaries. The amount of impact is not material. iv) The excess of cost to the Company of its investment in subsidiary company over the Company's portion of equity of the subsidiary as at the date on which investment in subsidiary is made, is recognized in the financial statement as Goodwill. The excess of Company's share of equity and reserve of the subsidiary company over the cost of acquisition is treated as Capital Reserve. v) In case of foreign subsidiaries revenue items have been consolidated at the average rate prevailing during the period. All assets and liabilities are converted at rates prevailing at the end of the period. The exchange difference arising out of translation is debited or credited to Foreign Currency Translation Reserve shown under Reserves and Surplus. vi) Minority Interest's share of net profit of consolidated subsidiaries for the year is identified and adjusted against the income of the group in order to arrive at the net income attributable to the shareholders of the Company. vii) Minority Interest's share of net assets of consolidated subsidiaries is identified and presented in the consolidated Balance Sheet separate from the liability and Equity of the Company's shareholders. 1.3 Investments other than in Subsidiary / Joint Venture have been accounted as per Accounting Standard 13 (AS-13) on "Accounting for Investments". 2.0. Summary of Group's Significant Accounting Policies a. Basis of Preparation of Financial Statements The financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles ("GAAP") under the historical cost convention on the accrual basis. GAAP comprises mandatory accounting standards issued by the Institute of Chartered Accountants of India ("ICAI"), the provisions of the Companies Act, 1956 and guidelines issued by the Securities and Exchange Board of India (SEBI). Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revisionofanexistingaccountingstandardrequires achange in the accountingpolicyhitherto in use. b. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the management to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to contingent assets and liabilities as at the date of the financial statements and reported amounts of income and expenses during the period. Examples of such estimates include provisions for doubtful debts, future obligations under employee retirement benefit plans, income taxes, postsales customer support and the useful lives of fixed assets and intangible assets.

84

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account
c. Revenue Recognition i. Revenue from sale of solutions and services is recognized in accordance with the sales contract and when significant risks and rewards in respect of ownership are transferred to the customers. ii. Income from maintenance contract is recognized proportionately over the period of the contract. iii. Dividend on investments held by the Company is accounted for as and when it is declared. d. Fixed Assets, Intangibles, Depreciation, Amortisation and Capital Work in Progress (CWIP) In respect of Parent Company, its Indian Subsidiary and Joint Venture i. All Fixed Assets are stated at cost of acquisition or construction less accumulated depreciation and impairment loss, if any. Where the acquisition of fixed assets are financed through long term foreign currency loans the exchange difference on such loans are added to or subtracted from the cost of such fixed assets. ii. The depreciation on fixed assets is provided on Straight Line Method (SLM), at the rates and in the manner specified in Schedule XIV of the Companies Act, 1956 except for computer plant and its related equipments. iii. In respect of Parent Company the depreciation on computer plant and its related equipment is provided on the Straight Line Method (SLM) over the economic useful life of assets, which is ascertained to be 4 years by the management. In case of the Subsidiary and Joint Venture in India the depreciation on computer is provided for on Written Down Value method at the rates and in the manner specified in Schecule XIV of the Companies Act, 1956. iv. Leasehold land is amortised over the period of lease. v. Capital Work-in-Progress is stated at cost comprising of direct cost and related incidental expenditure. The advances given for acquiring / construction of fixed assets are shown under CWIP. vi. Intangibles Intellectual Property Rights is amortised over a period of ten years In respect of Foreign Subsidiaries Depreciation/AmortisationisprovidedoncostoftheassetonStraightLineMethodovertheestimatedusefullifeofthe respective asset. e. Impairment of Assets The fixed assets are reviewed for impairment at each balance sheet date. In case of any such indication, the recoverable amount of these assets is determined, and if such recoverable amount of the asset or cash-generating unit to which the asset belongs is less than it's carrying amount, the impairment loss is recognized by writing down such assets to their recoverable amount. An impairment loss is reversed if there is change in the recoverable amount and such loss either no longer exists or has decreased. f. Investments Investments are classified into Current Investment and Long Term Investments. Current Investments are carried at lower of the cost and fair value. Long Term Investments are carried at cost. Provision for diminution is made only if, in the opinion of the management, such a decline is other than temporary. g. Inventories Systems, Software, Peripheral and Spares are valued at lower of cost or net realisable value on first in first out basis. Finished products are valued at lower of cost or net realisable value. h. Foreign Currency Transactions i. Foreign currency transactions are recorded at the exchange rate prevailing on the date of transaction. ii. All monetary foreign currency assets/liabilities are translated at the rates prevailing on the date of balance sheet. iii. The exchange difference between the rates prevailing on the date of transaction and on the date of settlement as also on translation of monetary items at the end of the year (other than those relating to long term foreign currency monetary items) is recognised as income or expense, as the case may be. iv. Exchange differences relating to long term foreign currency monetary items, to the extent they are used for financing the acquisition of fixed assets are added to or subtracted from the cost of such fixed assets and the balance is accumulated in 'Foreign Currency Monetary Item Translation Difference Account' and amortised over the balance term of the long term monetary item or 31st March, 2011 whichever is earlier. v. The premium / discount arising at the inception of the contract is amortised as expenses or income over the life of the contract. vi. Gain /loss on cancellation or renewal of forward exchange contract are recognised as income or expenses for the period. i. Employee Benefits In respect of Parent Company, its Indian Subsidiary and Joint Venture 1. Short Term Employee Benefits Short Term Employees Benefits are recognized as an expense at the undiscounted amount in the Profit and Loss Account of the year in which the related services is rendered. 2. Post Employment Benefits Provident Fund The Provident Fund is contributed monthly at a determined rate. These contributions are remitted to the Government administered/ trust established by the Company for this purpose and is charged to Profit and Loss account on accrual basis.

85

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account
Gratuity The Gratuity (a defined benefit retirement plan) is in the form of lump sum payments to vested employees on retirement, on death while in employment, or termination of employment for an equivalent to 15 days salary payable for each completed year of service subject to a maximum of Rs. 500,000/- Vesting occurs on completion of five years of service. Liability in respect of gratuity is determined using the projected unit credit method with actuarial valuations as on the balance sheet date and gains/losses are recognized immediately in the profit and loss account. Leave Encashment Liability in respect of leave encashment is determined using the projected unit credit method with actuarial valuations as on the balance sheet date and gains/losses are recognized immediately in the profit and loss account. In respect of Foreign Subsidiaries The provision for employee's retirement benefit is made in accordance with the local laws and regulations. j. Borrowing Cost Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue. k. Earnings per Share In accordance with the Accounting Standard 20 (AS - 20) "Earnings per Share" issued by the Institute of Chartered Accountants of India, basic / diluted earnings per share is computed using the weighted average number of shares outstanding during the period. l. Income Tax In respect of Parent Company, its Indian Subsidiary and Joint Venture Income tax comprises of current tax, fringe benefit tax and deferred tax. Deferred tax assets and liabilities are recognized for the future tax consequences of timing differences, subject to the consideration of prudence. Deferred tax assets and liabilities are measured using the tax rates enacted or substantively enacted by the balance sheet date. The carrying amount of deferred tax asset / liability are reviewed at each balance sheet date. In respect of Foreign Subsidiaries In case of foreign subsidiaries the provision for income tax liability is made in accordance with the prevailing local laws of the respective countries where the company is situated. m. Share/Bond Issue Expenses and Premium on Redemption of Bonds Share / Bond issue expenses and premium payable on redemption of bonds are written off to Securities Premium Account. n. Warranty Cost The Company accrues the estimated cost of warranties at the time when the revenue is recognised. The accruals are based on the company's historical experience of material usage and service delivery cost. o. Prior Period Items Priorperiodexpenses/incomeareaccountedunderthe respective heads.Materialitems,ifany,are disclosed separatelybywayof anote. p. Provisions & Contingent Liabilities The group creates a provision when there is a present obligation as a result of an obligating event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligationor a present obligationinrespectofwhichthe likelihood ofoutflowofresources is remote,no provision or disclosureismade. q. Leases Operating Leases: Rental in respect of all operating leases are charged to Profit & Loss Account. r. Other Accounting Policies These are consistent with the generally accepted accounting practices. ( Rs. in lacs) 3. Contingent Liabilities not provided for Particulars As at As at 30.06.09 30.06.08 i. B/G & B/D given by Bankers (including counter guarantees issued by them) 11,094.14 16,364.10 ii. Letters of Credit issued by Bankers 478.17 462.88 iii. Contingent Liabilities not provided for: Income Tax Demand for A.Y. 2005-2006 (Paid under protest Rs.13.58lacs) 27.16 27.16 iv. Guarantee given to third party for office rentals 5.82 12.11 4. Capital Commitments Particulars Estimated amount of contracts remaining to be executed on Capital Account and not provided for (net of advances). As at 30.06.08 1,537.52

As at 30.06.09 Nil

86

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account
5. In the case of the parent company, the outstanding balances as at 30th June, 2009 in respect of Sundry debtors, Creditors, Loans and Advances and Deposits are subject to confirmation from the respective parties and consequent reconciliation / adjustments arising there from, if any. The management however, does not expect any material variation. In accordance with Articles of Association of Rolta Saudi Arabia Ltd and the Regulations for Companies in the Kingdom of Saudi Arabia, the Company maintains a statutory reserve equal to one half of its share capital. Such reserve is not currently available for distribution to the shareholders. Income Taxes a. In the current financial year, the Parent Company its Indian Subsidiary and Joint Venture, in addition to the provision made for the previous year ended 31st March, 2009, has estimated the Income Tax provision for the subsequent three months period ended 30th June, 2009, the ultimate liability for which will be determined on the basis of figures for the previous year ending 31st March, 2010. b. The Parent 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.356.88 lacs is carried forward and shown under "Provision for Income Tax (net of advance tax & credit for MAT)" in the Balance Sheet as on 30th June 2009. c. Income Tax Provision as at 30th June 2009 includes Rs. 210.28 lacs (previous year Rs. Nil) excess provision for earlier year written back, Rs.4,353.19 lacs (previous year Rs.3,277.11 lacs) towards Current Income Tax, Rs.8.00 lacs ( previous year Rs. 8.00 lacs) towards Wealth Tax, Rs. 114.52 lacs (previous year Rs. 1,126.79 lacs) recognised and charged to Profit & Loss Account on account of Deferred Tax, Rs.109.94 lacs (previous year Rs. 118.17 lacs) on account of Fringe Benefit Tax and Rs.356.88 lacs (previous year Rs. 233.90 lacs) towards MAT credit. d. The break up of Deferred Tax Liability components as at 30.06.09 is as under: Deferred Tax Liabilities / (Assets) a. Fixed Assets b. Others c. Foreign Subsidiaries Deferred Tax Liability Net 8. Current Year 5,347.57 (593.58) (686.26) 4,067.73 Previous Year 4,912.53 (345.03) (614.29) 3,953.21

6.

7.

Out of total 161,006,615 (P. Y. 160,897,551) 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., persuant to Scheme of Amalgamation. 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, pursuant to Scheme of Arrangement. c. 1,105,968 (P. Y. 996,904) equity shares issued pursuant to Employee Stock 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 priceof US $ 5.60 per Share (inclusive of premium). 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. 9. a. The external commercial borrowing from Bank of India is secured by floating charge on current assets of the Parent C o m p a n y and from Union Bank of India is secured by way of equitable mortgage on the fixed assets of the Parent Company. b. Other Term loans are secured by floating charge on the current assets of the Parent Company. 10. a. The Parent 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 can be mandatorily converted into Shares, in whole but not in part, at the option of the Company on or at any time after 28th 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 defined in the 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 June 2009, the Parent Company has bought back and cancelled 38310 FCCBs of the face value of US$ 1000 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. 2,502.31 lacs on the said buyback, which is disclosed under 'Other Income' and has also reversed by crediting to Securities Premium Account the premium payable on redemption aggregating to Rs. 1,303.88 lacs provided till 30th June, 2008. 11. In line with the notification dated 31st March, 2009 issued by The Ministry of Corporate Affairs, amending Accounting Standard (AS) 11 - "The EffectsofChangesinForeignExchangeRates',theCompanyhaschosentoexercisetheoptioninsertedinthestandardbythenotification. Accordingly with retrospective effect from 01st July 2007 exchange differences on all long term monetary items are:

87

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account
to the extent such items are used for financing fixed assets, added to/subtracted from the cost of those fixed assets and depreciated over the balance useful life of the asset. ii in other cases accumulated in the 'Foreign Currency Monetary Item Translation difference Account' and amortised over the balance period of such long term monetary item but not beyond 31st March, 2011. Arising from the above the Group has: I adjusted to the opening General Reserve Rs. 3,148.35 lacs (net of depreciation amounting to Rs. 1.99 lacs) which was recognized in the Profit and Loss Account in previous financial year ended 30th June, 2008. ii added to fixed assets and capital work-in-progress Rs.7,461.54 lacs (incl. Rs. 2,207.48 lacs for the period up to 30th June 2008) being the exchange differences on long term monetary items relatable to the acquisition of fixed assets. iii Charged to the Profit and Loss Account Rs. 1,365.05 lacs. iv Carried forward Rs. 1,740.76 lacs in the 'Foreign Currency Monetary Item Translation Difference Account' being the amount remaining to be amortised. As a result of the above change in Accounting Policy, the net profit before tax for the year, general reserve, net block of fixed assets and depreciation are higher by Rs. 5,734.13 lacs Rs. 3,148.35 lacs, Rs. 7,143.72 lacs and Rs. 317.82 lacs respectively. 12. Employee Benefits i. Disclosure relating to Employee Benefits in accordance with provision of Accounting Standard (AS)-15 in respect to Parent Company, its Indian Subsidiary and Joint Venture (Previous Year figures are given in brackets) a. Expenses recognised in the Statement of Profit & Loss A/c. for the year ended 30th June 2009 ( Rs. in Lacs) Particulars Current Service Cost Interest Cost Expected return on plan Asset Net actuarial (gain) loss recognised in the year Expenses Recognised in the income statement Gratuity 92.60 (62.09) 31.30 (24.70) (-) 62.30 (49.70) 186.21 (136.47) Leave Encashment 291.56 (81.24) 55.01 (36.49) (-) 165.39 (244.62) 551.96 (362.36) i

b.

Net Receipt / Liability Recognised in the Balance Sheet Gratuity 391.29 (308.73) 186.21 (136.47) 48.88 (53.92) 528.61 (391.29) Leave Encashment 687.60 (456.14) 511.96 (362.36) 192.39 (130.90) 1007.18 (687.60)

Particulars Current Opening net liability Expense as above Contribution paid Closing net Liability

c.

Recalculation of Opening and Closing Balances of Defined Benefit Obligation Gratuity 391.29 (308.73) 31.30 (24.70) 92.60 (62.09) 48.88 (53.92) 62.30 (49.70) 528.61 (391.29) Leave Encashment 687.60 (456.14) 55.01 (36.49) 291.56 (81.24) 192.39 (130.90) 165.39 (244.62) 1007.18 (687.60)

Particulars Current Liability at the beginning of the period Interest Cost Current Service Cost Benefit Paid Actuarial (Gain / Loss on Obligations) Liability at the end of the period

88

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account
d. Actuarial assumption Particulars Discount Rate Rate of increase in Salary Rate of Return on Plan Assets June 30, 2009 8.00% 5.00% 8.00% June 30, 2008 8.00% 5.00% 8.00%

13. The Parent Company has instituted various Employee Stock Option Plans. The Compensation Committee of the board evaluates the performanceandothercriteriaofemployeesandapprovesthegrantoption.Theparticularsofoptionsgrantedundervariousplansareasbelow: ESOP 2003 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 granted at an exercise price of Rs. 111.35, which was the closing market price on the date ofthegrantofoptions.Theseoptionsareavailableforexerciseoveraperiodof4yearsinthefollowingmanner,25%oftheoptionsineachofthe yearsfollowingtheendof2nd,3rd,4thand5thyearafterthegrantoftheoptions.Outoftheseoptionsatotalof457,409numbersofoptionswere exercisedbyeligibleemployees.365,272numbersofoptionshadlapsedduetonon-exerciseofoptionsandcessationofemployment. 2008-2009 Number of Price Options 162,812 111.35 39,307 111.35 34,686 -88,819 111.35 2007-2008 Number of Price Options 395,927 111.35 141,155 111.35 91,960 111.35 162,812 111.35

Outstanding at July 1 Exercised Lapsed Outstanding as at June 30 The options and price are entitled for 1:1 bonus issue adjustment.

ESOP 2006 On April 24, 2006, the Company granted further 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. These options became available for exercise on April 24, 2008 (50%), April24,2009(25%)andbalance25%shallbecomeavailableforexerciseonApril24,2010.Outoftheseoptionsatotalof204,338optionswere exercisedbyeligibleemployees.Outoftheoptionsgranted,204,500numbersofoptionshadlapsedduetocessationofemployment. 2008-2009 2007-2008 Number of Price Number of Price Options Options Outstanding at July 1 508,888 252.30 760,000 252.30 Exercised 15,225 252.30 189,112 252.30 Lapsed 50,000 -62,000 -Outstanding as at June 30 443,663 252.30 508,888 252.30 The options and price are entitled for 1:1 bonus issue adjustment. 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. Out of the options granted 161,250 options lapsed on account of cessation of employment and 245,000 options were surrendered as per the provisions of ESOP Plan amended on 15/06/2009 (approval given by shareholders through 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 closingmarket priceonthedateofgrant ofoptions.The first 50%ofthese options shallbecome available forexercise on 23/07/2009. 2008-2009 Number of Price Options 1,365,000 419.70 125,000 481.45 ---343,750 -1,021,250 419.70 125,000 481.45 2007-2008 Number of Price Options 1,427,500 419.70 125,000 481.45 --62,500 -1,365,000 419.70 125,000 481.45

Outstanding at July 1 Granted Exercised Lapsed Outstanding as at June 30


The options and price are entitled for 1:1 bonus issue adjustment.

89

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account
ESOP 2008 a. On January 31, 2008, the Company granted further 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 closingmarket priceonthedateofthegrantofoptions.Thefirst50%oftheseoptionsshallbecomeavailableforexerciseon31/01/2010. b. On 30th April 2008, the Company further 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 shall become available for exercise on 30/04/2010. Out of the above options granted 150,000 options lapsed on account of cessation of employment. c. 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 first 50% of these options shall become available for exercise on 27/06/2010. Out of the options granted 42,500 options lapsed on account of cessation of employment and 180,000 options were surrendered as per the provisions of ESOP Plan amended on 15/06/2009 (approval given by shareholder through Postal Ballot). d. Further on November 3, 2008, the Company granted further 120,000 stock options out of the balance and lapsed stock options available under the Employee Stock Options Plan 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. Fringe Benefit Tax (FBT) on exercise of the stock options are paid by the company is being recovered from the employees. Consequently, there is no impact of FBT on Profit and Loss Account. 14. Earning Per Share - EPS EPS is calculated by dividing the profit attributable to the equity shareholders by the average number of equity shares outstanding during the year. Numbers used for calculating basic and diluted earnings per equity share are as stated below.
(Rs. in lacs)

1. Net Profit artributable to Equity Shareholders 2. Weighted Avg. Number of Equity Shares (Nos.)/basic EPS EPS (Rs.) basic Weighted Avg. Number of Equity Shares of diluted EPS 3. EPS (Rs.) diluted

For the Year ended June 30, 2009 2,938,269,526 160,958,594 18.25 161,351,080 18.21

For the Year ended June 30, 2008 2,305,949,673 160,410,264 14.37 162,423,360 14.19
(Rs. in lacs)

Reconciliation of weighted average nos of equity shares outstanding during the period. For the Year ended June 30, 2009 160,958,594 392,486 161,351,080

Weighted Nos of shares for Basic Earnings per share Adjusted on account of ESOPs Weighted Nos of shares for Diluted Earnings per share

For the Year ended June 30, 2008 160,410,264 2,013,095 162,423,360
(Rs. in lacs)

15. Thefutureobligationonaccount ofnon-cancellableOperatingLease payable as perthe rentalstatus in respective agreementareasfollows: Upto 1 year Later than 1 years not later than 5 years Later than 5 years Total 1494.50 1882.60 NIL 3377.10

16. As required by Accounting Standard 29 "Provisions, Contingent Liabilities and Contingent Assets" issued by the Institute of Chartered Accountants of India the disclosure with respect to provision for warranty and maintenance expenses is as follows:
(Rs. in lacs)

2008-2009 a. b. c. d. e. Amount at the beginning of the year Additional provision made during the year Amount used Unused amount reversed during the year Amount at the end of the year 96.97 46.59 22.80 74.17 46.59

2007-2008 69.97 96.97 20.01 49.96 96.97

90

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account
17. Related Party Disclosures ii. Disclosures required for related parties transactions i. List of Related Parties and relationships a Key Management Personnel / Directors Mr. K K Singh Mr. A D Tayal Dr. Aditya Singh Mr. A.P.Singh Mrs.Preetha Pulsani Mr.Hiranya Ashar Mr Ben Eazzetta Chairman & Managing Director Jt. Managing Director Jt. Managing Director Jt. Managing Director Jt. Managing Director (upto 17.12.2008) Director Finance & Chief Financial Officer Director & President International Operations

b 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 Infotech Hongkong Company controlled by Mr. K K Singh Rolta Holding & Finance Corporation Ltd Company controlled by Mr. K K Singh Kanga & Company Solicitors Firm in which Mr. K R Modi, Director of the Company, is a Partner Lanier Ford Shaver & Payne P.C Law firm in which Mr. John R Wynn, an Officer of Rolta U.S. is a legal counsel c Associates The Shaw Group Inc. Mashail Al-Khaleej Joint Venture partner in Shaw Rolta Ltd. Minority shareholder in Rolta Saudi Arabia Limited
(Rs. in lacs)

Associates Transactions

Key Enterprises over which significant Management influence excercised by Key Personnel Mgmt.Pers./ Directors

Total

I) Transactions during the year Sale of Goods/ Services Reimbursements Lease Rent/Maintenance/ Business Centre Fees Technical Fees Professional Fees Remuneration incl Commission Refundable Security Deposit

4,319.34 (3,088.66) 613.94 (115.42)

1,700.00 (-) 734.84 (224.20) 1,818.62 (613.07) 260.09 (173.51) 2,018.37 (2,096.30) 2,500.00 (-)

4,319.34 (3,088.66) 2,313.94 (115.42) 734.84 (224.20) 1,818.62 (613.07) 260.09 (173.51) 2,018.37 (2,096.30) 2,500.00 (-) 794.03 (788.66) 1,468.38 (1,565.78)

II) Amounts Receivable Amounts Payable

789.57 (763.01) 136.86 (-)

1,257.71 (1,565.78)

4.46 (25.65) 73.81 (-)

Notes: Related party relationship is as identified by the group on the basis of information available. No amount has been written off or written back during the year in respect of debts due from or to related parties. The group 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 normal course of business and at rates agreed between the parties.

91

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account
18. Segment Reporting a. 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. Geospatial / GIS, ii. Engineering Design and iii. Enterprise Information & Communication Technology
The disclosure requirement as per Accounting Standard 17 is as under
(Rs. in lacs)

Particulars Segment Revenue Geospatial / GIS Engineering Design Enterprise Information & Communication Technology Less: Inter Segment revenue Net revenue from operations Segment Profit/(loss) before tax, interest & depreciation Geospatial / GIS Engineering Design Enterprise Information & Communication Technology Total Add: Other Income (not allocable) Less: Interest (not allocable) Less: Depreciation (not Allocable) Total Profit before Tax

June 30, 2009 61,954.97 39,153.12 36,173.20 137,281.29 26,210.22 14,873.09 5,269.29 46,352.61 6,904.37 1,258.37 18,671.24 33,327.36

June 30, 2008 53,055.24 34,770.03 19,396.17 107,221.44 21,219.36 13,577.05 4,177.54 38,973.95 1,697.51 13,825.35 26,846.11

b. Secondary segment report is based on Geographical locations. Revenue Attributable to different geographical segment is as follows:
(Rs. in lacs)

Geographical segments India Rest of the World Total

June 30, 2009 75,572.89 61,708.40 137,281.29

June 30, 2008 59,278.96 47,942.48 107,221.44

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. 19. The previous year's figures are regrouped, rearranged & reclassified, wherever necessary.

The Schedules referred to above and the notes thereon form an integral part of the Balance Sheet This is the Balance Sheet referred to in our report of even date For and on behalf of Board of Directors For Khandelwal Jain & Co.
Chartered Accountants

Shivratan Agarwal
Partner

K K Singh
Chairman & Managing Director

R.R.Kumar
Director

K.R.Modi
Director

M.No.104180

Atul D. Tayal
Jt. Managing Director

Hiranya Ashar
Director - Finance & Chief Financial Officer

Dharmesh Desai
Executive Vice President Legal & Company Secretary

Mumbai, Date: August 03, 2009

Mumbai, Date: August 03, 2009

92

Consolidated Cash Flow Statement


For the Year Ended 30th June 2009
A. CASH FLOW FROM OPERATING ACTIVITIES: Net Profit after tax and extraordinary items Adjustments for : Depreciation Interest expenses Interest income Dividend income Provision For Tax Provision for Doubtful Debts Provision for retirement benefit Profit on Sale of Investment (net) Profit On Repurchase Of FCCB Loss on Sale of Asset (Net) Amortisation of foreign exchange fluctuation Exchange difference adjustment(net) OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES Adjustments for : Trade and other receivables Inventories Trade payables CASH GENERATED FROM OPERATIONS Taxes paid (net of refunds) Net Cash From Operating Activities B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of fixed assets (including CWIP) Sale of Fixed Assets Sale / purchase of Investment (net) Interest received Dividend Received from Mutual Funds Consideration towards Acquisition Net Cash Used In Investing Activities C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Secured Loan Repayment of Secured Loan Dividend and Dividend Tax Paid Repurchase of FCCB's Interest paid Proceeds from issue of Share Capital (includes share premium) Share Issue Expenses Net Cash From Finance Activities Net Increase In Cash & Cash Equivalents Cash & Cash Equivalents(opening Balance) Cash & Cash Equivalents(closing Balance)
(Amount in Rs.)

30th June 2009 2,930,887,044 1,867,124,318 125,837,443 (89,112,888) (91,080,275) 401,849,359 30,897,768 228,915 (4,464,693) (250,230,851) 2,641,469 136,505,466 42,421,211 2,172,617,241 5,103,504,286 (21,764,796) 109,663,727 (1,239,314,562) (1,151,415,631) 3,952,088,655 (349,410,791) (349,410,791) 3,602,677,864 (7,638,595,121) 4,052,317 2,466,547,015 105,096,129 91,080,275 (1,429,979,461) (6,401,798,846) 3,848,118,010 (2,434,115) (576,021,142) (1,583,668,849) (117,634,453) 8,218,102 1,576,577,553 (1,222,543,430) 2,598,304,034 1,375,760,604

30th June 2008 2,296,811,042 1,382,535,395 (162,089,050) (167,583,913) 387,799,654 (25,330,425) 4,342,154 330,342,631 1,750,016,446 4,046,827,488 (1,310,059,648) (8,129,540) 1,137,969,222 (180,219,966) 3,866,607,522 (274,797,007) (274,797,007) 3,591,810,515 (3,452,832,395) 9,131,139 (1,814,824,748) 32,430,711 167,583,913 (1,832,827,076) (6,891,338,456) (67,460,673) (472,854,595) 63,430,693 (14,835,753) (491,720,328) (3,791,248,269) 6,389,552,303 2,598,304,034

1) Cash & cash equivalents consists of cash on hand and balances with banks. 2) Figures for the previous years have been regrouped/re-cast wherever necessary.
This is the Balance Sheet referred to in our report of even date For and on behalf of Board of Directors For Khandelwal Jain & Co.
Chartered Accountants

Shivratan Agarwal
Partner

K K Singh
Chairman & Managing Director

R.R.Kumar
Director

K.R.Modi
Director

M.No.104180

Atul D. Tayal
Jt. Managing Director

Hiranya Ashar
Director - Finance & Chief Financial Officer

Dharmesh Desai
Executive Vice President Legal & Company Secretary

Mumbai, Date: August 03, 2009

Mumbai, Date: August 03, 2009

93

Rolta India Limited and its Subsidiaries As at 30th June 2009


SOURCES OF FUNDS SHAREHOLDERS' FUNDS Share Capital Reserves & Surplus LOAN FUNDS Secured Loans Unsecured Loan Deferred Tax Liability (net) Minority Interest Total APPLICATION OF FUNDS Fixed Assets Gross Block Less: Depreciation / Amortisation Net Block Add: Capital Work In Progress

Consolidated Balance Sheet in US $


(Amount in US $)

30th June 2009

30th June 2008

33,634,137 267,507,114 301,141,251 80,599,775 127,617,238 10,005,214 166,678 519,530,156

37,549,020 238,796,771 276,345,791 161,912,161 10,703,072 358,492 449,319,516

345,061,734 84,551,579 260,510,155 58,348,505 318,858,660 62,874,463 7,398,603 3,636,424 1,507,784 2,183,488 124,314,776 28,739,515 2,844,693 24,414,323 182,496,795 57,242,573 125,254,222 519,530,156

Goodwill Investments Foreign Currency Monetary Item Translation Difference Account Deferred Tax Assets (net) Current Assets, Loans And Advances a) Inventories b) Sundry Debtors c) Cash & Bank Balances d) Other current assets e) Loans & Advances Less : Current Liabilities And Provisions Net Current Asset Total

246,984,676 95,459,493 151,525,183 40,354,582 191,879,765 46,678,331 65,723,536 1,477,396 5,007,001 117,101,422 60,637,200 5,033,078 22,049,115 209,827,816 66,267,328 143,560,488 449,319,516

For and on behalf of Board of Directors For Khandelwal Jain & Co.
Chartered Accountants

Shivratan Agarwal
Partner

K K Singh
Chairman & Managing Director

R.R.Kumar
Director

K.R.Modi
Director

M.No.104180

Atul D. Tayal
Jt. Managing Director

Hiranya Ashar
Director - Finance & Chief Financial Officer

Dharmesh Desai
Executive Vice President Legal & Company Secretary

Mumbai, Date: August 03, 2009

Mumbai, Date: August 03, 2009

(1) The Consolidated financial statements of the Company and its subsidiaries have been prepared in Indian Rupees, the national

currency of India, based on a line-by-line consolidation after eliminating all inter company balances and transactions. (2) All conversions from Indian Rupees ('Rs.') to U.S.dollars ('U.S.$') are made on the basis of exchange rate prevailing on 30th June, 2009 of Rs. 47.87 = U.S.$ 1.00 (Last Year Rs. 42.85 = U.S.$ 1.00).

94

Rolta India Limited and its Subsidiaries For the year ended 30th June 2009

Consolidated Profit And Loss Account in US $


(Amount in US $)

30th June 2009

30th June 2008

INCOME Sale of IT Solutions & Services Other Income Total EXPENDITURE Material Cost Manpower cost Other expenses Interest Depreciation / Amortisation Total Profit Before Tax Less : Provision For Taxation Profit After Tax Add : Minority Share in Losses Profit For The Year Add : Balance brought forward from previous year Balance Available For Appropriation APPROPRIATIONS Dividend Paid Proposed Dividend Income Tax on Proposed / Paid Dividend Transfer to General Reserve Balance Carried To Balance Sheet Earnings Per Share (equity Shares,par Value Rs.10 Each) Basic Diluted

286,779,381 14,423,175 301,202,556 41,110,126 114,615,918 34,223,156 2,628,733 39,004,059 231,581,992 69,620,564 8,394,597 61,225,967 154,219 61,380,186 130,002,139 191,382,325 2,331 10,090,241 1,803,989 8,117,276 171,368,488 0.38 0.38

250,225,057 3,961,521 254,186,578 59,751,322 74,697,336 24,822,025 32,264,537 191,535,220 62,651,358 9,050,167 53,601,191 213,270 53,814,461 111,012,176 164,826,637 2,102 11,614,764 2,013,948 6,313,621 144,882,202 0.34 0.33

For and on behalf of Board of Directors For Khandelwal Jain & Co.
Chartered Accountants

Shivratan Agarwal
Partner

K K Singh
Chairman & Managing Director

R.R.Kumar
Director

K.R.Modi
Director

M.No.104180

Atul D. Tayal
Jt. Managing Director

Hiranya Ashar
Director - Finance & Chief Financial Officer

Dharmesh Desai
Executive Vice President Legal & Company Secretary

Mumbai, Date: August 03, 2009

Mumbai, Date: August 03, 2009

(1) The Consolidated financial statements of the Company and its subsidiaries have been prepared in Indian Rupees, the national

currency of India, based on a line-by-line consolidation after eliminating all inter company balances and transactions. (2) All conversions from Indian Rupees ('Rs.') to U.S.dollars ('U.S.$') are made on the basis of exchange rate prevailing on 30th June, 2009 of Rs. 47.87 = U.S.$ 1.00 (Last Year Rs. 42.85 = U.S.$ 1.00).

95

Section 212
Statement Pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies
Rolta Rolta Canada Rolta TUSC Piocon International Ltd. ** Inc. ** Technologies Inc. Inc. ** 1 Financial year of the subsidiary Company ended on Holding Company's Interest 2 Number of shares held by the holding co in the subsidiary 30.06.09 100% 280000 Common Shares of US $ 100 each 733000 Preference Shares of US $ 100 each. Local / Reported Currency Exchange Rate: Average exchange rate for the year Closing exchange rate for the year 3 The net aggregate amount of the Subsidiary's profits (Losses) so far as it concerns members of the Holding Company and is not dealt with in the Holding Company's accounts i) For the financial year of the subsidiary (Amount in local / reported currency) (Amount Rs. in Lacs) ii) For the previous financial years of the subsidiary since it became the Holding Company's subsidiary (Amount in local / reported currency) (Amount Rs. in Lacs) 4 Net aggregate amounts of the profits/ (losses) of the subsidiary dealt with in the Company's accounts i) For the financial year of the subsidiary ii) For the previous financial years of the subsidiary since it became the Holding Company's subsidiary 5 Changes in the interest of Rolta India Limited in the subsidiary companies between the end of the financial year of the subsidiary companies and that of Rolta India Limited. 6 Material changes between the end of the financial year of the subsidiary companies and the end of the financial year of Rolta India Limited, in respect of the Subsidiary companys fixed assets, investments, lending and borrowing for the purposes other than meeting their current liabilities. * Subsidiaries of Rolta UK Limited: ** Subsidiary of Rolta Intl Inc. USA. Subsidiary Issued & subscribed share capital 48,492.31 0.01 17.95 713.18 23.93 208.98 71.04 3,914.09 922.06 33.87 500.00 Reserves Total Assets Total Liabilities Turnover Profit / (Loss) before Taxation (4,424.13) 753.86 (1,015.82) 592.22 (402.26) (388.45) (1,579.58) (3,772.54) (44.06) (2.44) (150.66) Provision for Taxation Amount (Rs. in Lacs) Profit / Proposed (Loss) after dividend Taxation (4,424.13) 753.86 (923.04) 592.22 (402.26) (388.45) (1,579.58) (3,772.54) (44.06) (2.44) (150.66) US$ 47.6506 47.8700 30.06.09 100% 1 Common Share of US $ 1 each (held by Rolta Internationa l Inc.) 30.06.09 100% 30.06.09 100% Rolta Asia Pacific Pty Ltd.** 30.06.09 100% Rolta Saudi Rolta Arabia Middle East Limited FZ LLC 31.03.09 75% 31.03.09 100% Rolta UK Limited 31.03.09 100% 2367000 Ordinary Shares of 1 each 30050 Preference Shares of 100 each SR 12.3744 13.9318 AED 12.6291 14.2080 UK 78.4545 72.8610 Rolta Benelux B.V. * Rolta Rolta Thales Deutschland Limited GmbH Germany* 31.03.09 31.03.09 30.06.09 100% 30000 Ordinary Shares of Euro 45.38 each (held by Rolta UK Ltd.) 100% 50000 Ordinary Shares of Euro 1 each (held by Rolta UK Ltd.) 51% 2550000 Common Shares of Rs. 10 each

37500000 2000 52055 Common Common Common Shares of US Shares of Shares of $ 0.001 $ 1 each (held AUD $ 1 each (held by Rolta each (held by Rolta Internationa by Rolta Internationa l Inc.) Internationa l Inc.) l Inc.)

1125 500 Shares Shares of of UAE Saudi Riyal (AED) 1000 (SR) 1000 each each

CAN$ 40.8032 41.4315

US$ 47.6506 47.8700

US$ 47.6506 47.8700

AUD$ 35.2233 45.9801

Euro 65.4059 67.7316

Euro 65.4059 67.7316

INR -

(9284526) (4,424.13)

1847545 753.86

(1937110) (923.04)

1242840 592.22

(1142033) (402.26)

(3139150) (388.45)

(12507537) (1,579.58)

(4808570) (3,772.54)

(67358) (44.06)

(3737) (2.44)

(15066289) (150.66)

(17265449) (8,264.97)

(1824342) (755.85)

2560320 1,225.63

(411015) (188.99)

(8582642) (1,195.72)

(6109508) (868.04)

(2881504) (2,099.49)

(4362496) (2,954.79)

(1006103) (681.45)

(18650267) (186.50)

NIL NIL

NIL NIL

NIL NIL

NIL NIL

NIL NIL

NIL NIL

NIL NIL

NIL NIL

NIL NIL

NIL NIL

NIL NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Rs. NIL

Rs. NIL

Rs. NIL

Rs. NIL

Rs. NIL

Rs. NIL

Rs. NIL

Rs. NIL

Rs. NIL

Rs. NIL

Rs. NIL

Rolta International Inc. (12,709.47) 42,910.76 7,127.93 5,525.41 Rolta Canada Ltd. 72.60 3,239.50 3,166.90 3,863.07 Rolta TUSC Inc. 1,803.68 10,397.36 8,575.74 27,042.70 (92.78) Piocon Technologies Inc. 423.40 1,604.86 468.28 2,672.03 Rolta Asia Pacific Pty Ltd. (714.09) 47.26 737.42 225.97 Rolta Saudi Arabia Ltd. (1,580.81) 820.98 2,192.82 886.75 Rolta Middle East FZ-LLC (2,645.11) 2,265.60 4,839.67 1,788.29 Rolta UK Ltd. (5,603.06) 3,260.45 4,949.42 3,310.50 Rolta Benelux B.V. (3,000.41) 270.78 2,349.14 1,003.52 Rolta Deutschland GmbH (683.98) 504.60 1,154.71 1,014.84 Rolta Thales Limited (337.17) 209.28 46.45 0.00 Note 1) Balance Sheet Items are converted into Indian Rupee by applying closing exchange rate. 2) Revenue Items are converted into Indian Rupee by applying average exchange rate.

For and on behalf of Board of Directors

K. K. Singh Chairman & Managing Director

R. R. Kumar Director

K. R. Modi Director

Mumbai, Date: August 03, 2009

Atul . D. Tayal Jt. Managing Director

Hiranya Ashar Director-Finance & Chief Financial Officer

Dharmesh Desai Executive Vice President Legal & Company Secretary

96

Independent Auditors Report (IFRS)


To The Board of Directors of Rolta India Limited:

We have audited the accompanying consolidated financial statements of Rolta India Limited (the Company) and its subsidiaries (together referred to as 'the Group'), which comprise of consolidated balance sheet as at June 30, 2009, and also the consolidated statement of income, the consolidated statement of changes in shareholders' equity and the consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of

accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion We did not audit the financial statements of certain subsidiaries and joint ventures, whose financial statements reflect total assets of Rs. 6,706,301 thousand as at June 30, 2009, total revenue of Rs. 5,192,669 thousand and cash out flow of Rs. 98,644 thousand for the year then ended. The financial statements and other financial information of these subsidiaries and joint ventures have been audited by other auditors whose reports have been furnished to us, and our opinion is based solely on the report of those other auditors. We report that the consolidated financial statements have been prepared by Rolta's management in accordance with the requirements of International Accounting Standard 27, Consolidated Financial Statements and Accounting for Investments in Subsidiaries and International Accounting Standard 31, Financial Reporting of Interests in Joint Ventures, issued by the International Accounting Standards Board. In our opinion, the financial statements give a true and fair view of the financial position of Rolta as at June 30, 2009, and of its financial performance and the changes in the shareholder's equity and its cash flows for the year then ended in accordance with International Financial Reporting Standards.

Grant Thornton Mumbai Date: September 17, 2009 97

Consolidated Financial Statements Prepared in Accordance with IFRS

Consolidated Balance Sheet


(All amounts in thousands of Indian Rupees, unless otherwise stated)

ASSETS
Current Cash and cash equivalents Restricted cash Short term marketable securities (available for sale) Accounts receivable, net Inventories Other current assets Total current assets Non current Property, plant and equipment, net Intangible Assets Goodwill Deferred tax assets Total non current assets Total assets LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable Current tax liabilities, net of advances Other liabilities Total current liabilities Non current Long-term liability Employee obligations Deferred tax liabilities Total non current liabilities Total liabilities

Notes
D E F G H

June 30, 2009


1,324,661 51,099 354,171 5,950,948 104,524 1,321,693 9,107,096

June 30, 2008


2,519,632 78,673 2,822,852 5,017,796 214,550 1,226,737 11,880,240 8,330,610 142,017 1,772,908 97,810 10,343,346 22,223,586

I J K O

14,009,373 741,462 2,555,829 186,906 17,493,570 26,600,666

586,174 144,982 L 1,232,618 1,963,774 M N O 9,833,050 142,401 468,929 10,444,380 12,408,154

470,231 63,687 1,544,068 2,077,986 6,775,217 101,512 491,841 7,368,570 9,446,556

Stockholders' equity Common stock Additional paid in capital Stock compensation reserve Statutory Reserve Translation Reserve Revaluation Reserve Accumulated earnings Minority Interest Total stockholders' equity Total liabilities and stockholders' equity

P 1,610,067 3,490,831 178,279 8,825 143,574 8,752,957 14,184,533 7,979 14,192,512 26,600,666 1,608,976 3,483,704 159,846 8,825 62,289 6,600 7,431,429 12,761,669 15,361 12,777,030 22,223,586

(The accompanying notes are an integral part of these consolidated financial statements)

98

Consolidated Financial Statements Prepared in Accordance with IFRS

Consolidated Statement of Income


(All amounts in thousands of Indian Rupees, unless otherwise stated) Notes

Revenues Operating Revenue Q Total Expenses Materials consumed S Employee costs T Other expenses Depreciation and amortization Total Operating result Other income R Interest cost Result from continuing operations before tax Taxes Current tax expenses Deferred tax Net result from continuing operations Attributable to minority interest Attributable to equity to shareholders of Rolta India Limited Earnings per share Basic (in Rs.) Y Diluted (in Rs.) Y (The accompanying notes are an integral part of these consolidated financial statements)

Year ended June 30, 2009


13,728,129 13,728,129 1,967,941 5,323,236 1,704,662 2,089,503 11,085,342 2,642,787 176,026 681,799 2,137,014 379,504 (134,138) 1,891,648 7,382 1,899,030 11.80 11.77

Year ended June 30, 2008


10,722,144 10,722,144 2,560,344 3,326,818 1,112,485 1,341,506 8,341,153 2,380,991 219,212 500,055 2,100,148 325,551 24,490 1,750,107 9,139 1,759,246 10.97 10.82

Consolidated Statement of Changes in Shareholders' Equity


(All amounts in thousands of Indian Rupees, unless otherwise stated)
Common stock - No. of shares Common stock Amount Equity attributable to shareholders of Rolta India Limited Additional Equity Stock Statutory paid in component compensation reserve capital of reserve Compound Financial Instrument Revaluation Translation reserve reserve Accumulated earnings Total Minority Interest Total Stockholders' Equity

Balance as at July 1, 2007, 80,118,508 801,185 Restatement- liability on foreign currency bonds (Refer Note- N) Balance as at July 1, 2007 (Restated) 80,118,508 801,185 Unrealised gain on available for sale investment Translation adjustment Income/ (expense) recognized directly in equity Net income for the year Total income and expense recognized for the year Bonus issue of Equity 80,118,508 801,185 Bonus issue of ESOP 18,015 180 Employee share based compensation Minority interest of RTL Shares issued under Employee Stock Option ('ESOP') Scheme 642,520 6,426 Dividends paid Balance as at June 30, 2008 160,897,551 1,608,976 Balance as at July 1, 2008, 160,897,551 1,608,976 Unrealised loss on available for sale investment Translation adjustment Income/ (expense) recognized directly in equity Net income for the year Total income and expense recognized for the year Employee share based compensation Shares issued under Employee Stock Option ('ESOP') Scheme 109,064 1,091 Dividends paid Balance as at June 30, 2009 161,006,6151,610,067

4,228,064 288,027 (288,027) 4,228,064 (801,185) (180) 57,005 3,483,704 3,483,704 7127 3,490,831 -

63,151 63,151 96,695 159,846 159,846 18,433 178,279

8,825 8,825 8,825 8,825 8825

6,600 6,600 6,600 6,600 6,600 (6,600) (6,600) (6,600) -

(83,329) (83,329) 145,618 145,618 145,618 62,289 62,289 81,285 81,285 81,285 143,574

6,142,661 11,448,584 (288,027) 6,142,661 11,160,557 1,759,246 1,759,246 6,600 145,618 152,218 1,759,246 1,911,464 96,695

11,448,584 (288,027) 11,160,557 6,600 145,618 152,218 1,750,107 1,902,325 96,695 24,500

(9,139) (9,139) 24,500

63,431 63,431 (470,478) (470,478) (470,478) 7,431,429 12,761,669 15,361 12,777,030 7,431,429 12,761,669 15,361 12,777,030 1,899,030 1,899,030 (6,600) 81,285 74,285 1,899,030 1,973,715 18,433 (7,382) (7,382) (6,600) 81,285 74,285 1,891,648 1,966,333 18,433

8,218 (577,502) (577,502) 8,752,957 14,184,533

8,218 (577,502) 7,979 14,192,511

(The accompanying notes are an integral part of these consolidated financial statements)

99

Consolidated Financial Statements Prepared in Accordance with IFRS

Consolidated Statement of Cash Flows


(All amounts in thousands of Indian Rupees, unless otherwise stated)

Particulars
(A) Cash inflow/ (outflow) from operating activities Net result before tax Adjustments to reconcile net income before tax to net cash provided by operating activities: Depreciation and amortization Employee compensation on stock options Interest on FCCB Interest income, net Loss on sale of asset (net) Profit on repurchase of FCCB Profit on sale of investments Dividend income Bad debts & provision for doubtful debts Fair value of FCCB conversion option Unrealized exchange differences (net) Changes in operating assets and liabilities Restricted cash Accounts receivable and other assets Other assets Inventory Accounts payable and other liabilities Net changes in operating assets and liabilities Income Taxes paid Gratuity paid Net cash provided by operating activities (B) Cash inflow/ (outflow) from investing activities Dividend received Interest received Payments for purchase of property plant and equipment Payments for purchase of intangible assets Proceeds from sale of property plant and equipment Sale of available for sale investments Consideration towards business combination, net of cash acquired, (Refer Note B - Business Combination) Net cash used in investing activities (C ) Cash inflow / (outflow) from financing activities Proceeds from long term borrowings Repayment of long term borrowings Interest paid Proceeds from issue of share capital Repurchase of FCCB's Share application money received Dividend paid (including tax on dividend) Net cash provided by financing activities Effect of exchange rate changes on cash Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Cash and cash equivalents comprise Cash in hand Balances with banks

Year ended June 30, 2009


2,137,014

Year ended June 30, 2008


2,100,148

2,089,507 18,433 625,232 (89,113) 2,641 (482,266) (4,465) (91,080) 30,898 8,862 816,446 5,062,109 27,574 (274,859) 253,094 109,664 (1,236,675) (1,121,202) (338,113) (1,291) 3,601,503 91,080 105,096 (7,638,595) (489,874) 4,052 2,466,548 (908,606) (6,370,299) 3,848,118 (2,434) (117,634) 8,218 (1,583,669) (572,012) 1,580,587 (6,762) (1,194,971) 2,519,632 1,324,661 1,026 1,323,635 1,324,661

1,341,506 96,695 478,233 (129,658) 4,028 (25,330) (167,584) 207,435 3,905,473 (247) (1,310,060) 23,997 (8,156) 1,106,500 (187,966) (262,181) 3,455,326 167,584 (3,452,832) 9,453 (1,814,825) (1,832,827) (6,923,447 (67,461) 75,681 12,250 (470,478) (450,008) 126,634 (3,791,495) 6,311,126 2,519,632 2,016 2,517,616 2,519,632

(The accompanying notes are an integral part of these consolidated financial statements)

100

Notes to Consolidated Financial Statements


NOTE A BACKGROUND INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1. NATURE OF OPERATIONS Rolta India Limited ('the Company') and its subsidiaries (together referred to as 'the Group') are primarily engaged in providing Computer Aided Designing ('CAD'), Computer Aided Manufacturing ('CAM'), GeoSpatial Information System ('GIS') Solutions, eBusiness and other related services. Rolta also provides Automated Mapping ('AM') and Facilities Management ('FM'), GIS and Photogrammetry services, Plant Design Automation ('PDA') and Mechanical Design Automation ('MDA') solutions. Rolta also offers comprehensive high-end technical customisation services and solutions in eBusiness. Rolta entered into a strategic partnership with Stone & Webster Inc., USA, a subsidiary of Shaw Group, a leading engineering procurement and construction ('EPC') company to provide globally high quality cost effective engineering, design and procurement services, related to power, refinery and petrochemical projects. The Joint Venture Company, Shaw Rolta Limited is incorporated in India and Rolta India Limited has a 50% stake in this company. In the current year, Rolta Thales Limited ('RTL') has been incorporated in India. RTL represents the partnership between Rolta India Limited and Thales, France. Thales is a world leader in Mission Critical Information Systems for the defence, aerospace and homeland security markets. The subsidiary will take advantage of technology transfer from Thales for developing state of the art, command, control, communications, computers, intelligence, surveillance, target acquisition and reconnaissance ('C4ISTAR') equipment systems to address opportunities in the defence, security and defence segments worldwide. Rolta India Limited has 51% stake in RTL. 2. GENERAL INFORMATION Rolta India Limited, a public listed company, is domiciled in Mumbai, India and is the Group's ultimate parent company. The registered office of Rolta India Limited is at Rolta Towers, Rolta Technology Park,22ndStreet,MIDC,Andheri (E),Mumbai 400093,India. The Company's shares are listed on the Bombay Stock Exchange and the National Stock Exchange of India in Mumbai, India and the Company's Global Depositary Receipts (GDR's) are listed on London Stock Exchange, UK. The Company has issued Foreign Currency Convertible Debt instruments which are traded on the Singapore Stock Exchange. The financial statements have been prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board and effective as of June 30, 2009. These financial statements include comparative financial information as at and for the year ended June 30, 2008, as required by IAS 1 - Presentation of Financial Statements ('IAS 1'). The consolidated financial statements havebeenpreparedonagoingconcernbasis. The consolidated financial statements of Rolta have been prepared in accordance with the International Financial

Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
Reporting Standards ('IFRS') issued by the International Accounting Standards Board effective for accounting periods commencing on July 1, 2008. Rolta also separately presents its consolidated financial statements for the same period prepared in accordance with accounting principles generally accepted in India ('Indian GAAP'). The significant differences between the Indian GAAP and IFRS, so far as concerns the financial statements referred to above, primarily relate to compensated absences, employee benefit plans, share based payments to employees, depreciation of assets based on estimated useful life of assets, accounting for derivatives and hybrid financial instruments and accounting of foreign exchange fluctuation and business combinations. A reconciliation of net income determined as per Indian GAAP with the net income determined as per IFRS has been presented in Note 4. The consolidated financial statements of Rolta are prepared and presented in thousands of Indian Rupees ('INR'), the Company's functional currency. The financial statements for the year ended June 30, 2009 were approved by a committee of the Board of Directors on August 3, 2009. Financial statements once approved by the Board of Directors are generally not amended. 3. STANDARDS AND INTERPRETATIONS NOT YET APPLIED The following new Standards and Interpretations, which are yet to become mandatory, have not been applied in Rolta's 2009 Group Financial Statements.
Standard or interpretation
IAS 1: Presentation of Financial Statements (Revised) IAS 23: Borrowing costs (Revised) IAS 27: Consolidated and Separate Financial Statements (Revised 2008) IAS 32: Financial Instruments: Presentation- Puttable Financial Instruments and Obligations Arising on Liquidation Amendment IAS 39: Financial Instruments: Recognition and Measurement (Amendment) IFRS 2: Share-Based Payment (Amendment) IFRS 3: Business Combinations (Revised 2008)

Effective dates
Periods beginning on or after 1 January 2009 Periods beginning on or after 1 January 2009 Periods beginning on or after 1 July 2009 Periods beginning on or after 1 January 2009

IFRS 7: Financial Instruments Disclosures (Amendment) IFRS 8: Operating Segments IFRIC 15: Agreements for the Construction of Real Estate IFRIC 17: Distribution of Non-cash Assets to Owners IFRIC 18: Transfers of Assets to Customers Annual Improvements to IFRSs 2008

Periods beginning on or after 1 January 2009 Periods beginning on or after 1 January 2009 For acquisition dated on or after the beginning of the first annual reporting period beginning on or after 1 July 2009 Periods beginning on or after 1 January 2009 Periods beginning on or after 1 January 2009 Periods beginning on or after 1 January 2009 Periods beginning on or after 1 July 2009 Transfer of assets on or after 1 July 2009 Periods beginning on or after 1 January 2009 (unless otherwise stated)

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Notes to Consolidated Financial Statements


Based on Rolta's current business model and accounting policies, management does not expect material impacts on Rolta's Group Financial Statements when the Interpretations become effective. Rolta does not intend to apply any of these pronouncements early. 4. RECONCILIATION OF NET RESULT The reconciliation presented below is additional information presented in these financial statements to help readers compare the Indian GAAP financial information to IFRS.
Year ended Year ended Note June 30, 2009 June 30, 2008 Net result determined under Indian GAAP (before minority interest) 2,930,887 2,296,813, Adjustments to conform with IFRS Reversal of amortized goodwill 4.1 241 499 \Employee benefits - Gratuity and compensated absences 4.2 (17,526) Depreciation 4.3 (151,584) 64,181 Legal fees to increase Authorised share capital charged to profit & loss 4.4 (14,836) Share based payments 4.5 (18,433) (96,695) Amortisation of intangibles 4.6 (71,917) (23,151) Imputed interest on FCCB 4.7 (499,394) (478,233) Additional gain on repurchase of FCCB 4.7 232,035 Fair value measurement of embedded call option 4.7 (8,862) Reversal of amortisation of AS 11 reserve 4.8 136,505 Foreign exchange gain / loss of FCCB liability long term foreign currency monetary items 4.8 (803,013) (6,088) Deferred tax 4.9 145,183 25,143 Net result in accordance with IFRS (before minority interest) 1,891,649 1,750,107 Reconciliation of net result

Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
has changed the accounting policy for charging depreciation from Written Down Value method to Straight Line Method for Computer Plant and Machinery. Further, the Company has also revised the estimated useful life of Computer Plant and Machinery from six years to four years. Due to these changes the Company, in the preparation of Indian GAAP financial statements charged all the additional depreciation in the current year's statement of income. In the Company's financial statements in accordance with IFRS, the Company has revised the useful life of Computer Plant and Machinery from three years to four years. This change in estimate of useful life has been accounted for prospectively and impacts the depreciation for the current and future periods. Accordingly, the net short / excess depreciation charged in the Indian GAAP financial statements has been reversed. 4.4 Legal fees incurred for the increase of authorised capital In the preparation of the financial statements in accordance with Indian GAAP, expenditure incurred to increase the authorised share capital of the Company has been considered as share issue cost and has been adjusted through the securities premium account. In the Company's financial statements in accordance with IFRS, the expenditure to increase authorised share capital does not qualify as share issue expense under IAS 32 and therefore has been charged to income statement accordingly. 4.5 Share based payments The Company has not recognised any expense on the equitysettled share-based payments for the year under the Indian GAAP as the use of fair value method for measurement of employee share based compensation is only recommendatory in nature. In the Company's financial statements in accordance with IFRS, the company has applied IFRS 2 (2003) and all share-based remuneration is recognised as an expense in profit and loss and is measured using the fair value model. 4.6 Amortization of Intangibles assets The Group has acquired consulting division of Whittman Hart and the business of Piocon Technologies Inc in the current year. This is in addition to the acquisitions made in previous year of Orion Technology Inc and Broech Corporation (Rolta TUSC). In Indian GAAP financial statements, excess of purchase consideration over cost of acquisition has been recognised as goodwill. As per IFRS 3, Business Combinations, the acquirer, in this case Rolta International Inc., will account for the acquisition through use of the purchase method. This requires the acquirer to allocate the cost of the business combination to acquiree's identifiable assets and liabilities including any identifiable intangible assets. In pursuance of the purchase price allocation performed for the acquisition, certain intangible assets have been identified. The intangible assets and the related amortization are recorded in the financial statements prepared under IFRS. 4.7 Accounting for FCCB Imputed interest and re-measurement of FCCB The Company has outstanding 'zero coupon' Foreign Currency Convertible Bonds ('FCCB') as on 30 June 2009. As per IAS 32, FCCBs issued by the Company are treated as a liability with an embedded derivative call option of equity conversion.

4.1 Goodwill In the preparation of its financial statements in accordance with Indian GAAP, the Company has recognized goodwill on consolidation of its subsidiaries. This goodwill has resulted from change in ownership structure of certain entities within the Group. In the Company's financial statements in accordance with IFRS, the consolidation principles of IAS 27 were applied, which does not permit recognition of internally generated goodwill. As a result Rolta has reversed this goodwill and has accordingly adjusted the opening balance of retained earnings. 4.2 Employee Benefits In the preparation of its financial statements in accordance with Indian GAAP, the retirement benefits are recognised on the basis of a valuation by a qualified actuary. Rolta carries out an actuarial valuation for accrued leave balances only for the encashable portion of the leave. In the Company's financial statements in accordance with IFRS, the liabilities for employee benefits were determined as per IAS 19 'Employee benefits'. Further, the liability in respect of all compensated absences was recognized. Rolta has adopted revised AS 15, which is in line with IAS 19 there would not be any further differences. 4.3 Change in estimate of useful life of assets In the preparation of its financial statements in accordance with Indian GAAP during the year ended June 30, 2007, the Company

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Notes to Consolidated Financial Statements


An imputed interest is recognised at the effective rate of interest on such liability. The liability is re-measured at amortised cost at each reporting period. In the absence of relevant literature in Indian GAAP, the relevant adjustments as stipulated by IAS 32 for recognition of the imputed interest cost and re-measurement of liability at the closing balance sheet date have not been made in Indian GAAP financial statements. Additional gain on buy back of FCCB In June 2009, the Parent Company has bought back and cancelled 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 in Indian GAAP has recognised the gain partially through the income statement and balance by crediting the Securities Premium Account. The gain credited to the Securities Premium Account represents the reversal of 'Premium on Redemption' provided for on bought back FCCBs in earlier periods in Indian GAAP. In the IFRS income statement of the Company, imputed interest cost is provided on FCCBs, as discussed in earlier paragraphs. An additional gain, over and above, the gain recognised in the Indian GAAP income statement has been credited to the IFRS income statement and represents such amounts as were recognised in earlier years as accrued interest expense on the bought back FCCBs. Therefore in the IFRS financial statements of the Company the full gain on buyback has been accounted for through the income statement. Fair value measurement of embedded call option The Company has outstanding foreign currency convertible bonds ('FCCB') as on June 30, 2009. As per IAS 32, the FCCBs issued by the Company are treated as financial instruments with embedded call option of equity conversion. An imputed interest is recognised at the effective rate of interest on the financial liability of such instrument. The embedded call option has been fair valued at the reporting date and the related expense and the liability have been recognised in the financial statements. In the absence of relevant literature in Indian GAAP, the relevant adjustments as stipulated by IAS 32 for recognition of the imputed interest cost and re-measurement of liability at the closing balance sheet date have not been made in the Indian GAAP financial statements. 4.8 Foreign Exchange effects on long term foreign currency monetary items The Company has adopted the provisions of the notification on AS-11 'The Effects of Changes in Foreign Exchange Rates' under the Companies (Accounting Standards) Amendment Rules, 2009 issued by the Ministry of Corporate Affairs on 31 March 2009. In the preparation of the financial statements in accordance with Indian GAAP, the Company had capitalised a portion of the foreign exchange differences on long term foreign currency liabilities as part of the cost of property, plant and equipment. Further, the portion of such exchange differences not so capitalized have been accumulated in a specific Foreign Currency Monetary Item Translation Difference reserve as required by the notification, to be amortized over a specified period.

Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
In the Company's financial statements in accordance with IFRS, all exchange effects on such long term monetary foreign currency items have been recorded in the income statement in accordance with IAS 21- 'The Effects of Changes in Foreign Exchange Rates'. Reversal of depreciation/amortization charged on capitalized/accumulated foreign exchange differences As explained in Note 4.8, the Company has capitalised a portion of the foreign exchange differences on long term foreign currency liabilities as part of the cost of property, plant and equipment. The Company has accumulated the portion of such differences not so capitalised, in a specific reserve to be amortized over a specified period. In the preparation of its financial statements in accordance with Indian GAAP during the year ended June 30, 2009, the Company has charged depreciation and amortization on such capitalization and reserve balance respectively. As explained in Note 4.8, in the Company's financial statements in accordance with IFRS, all exchange effects on such long term monetary foreign currency items are recorded in the income statement in accordance with IAS 21. Accordingly, the Company has also reversed the depreciation and amortization charged in Indian GAAP financial statements. 4.9 Deferred tax assets and liabilities On application of IFRS the carrying amounts of assets and liabilities have changed, and hence the deferred tax liabilities and assets and the related deferred tax income and expenses have also changed. 5. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 5.1. OVERALL CONSIDERATIONS The consolidated financial statements have been prepared using the measurement basis specified by IFRS for each type of asset, liability, income and expense. The measurement bases are more fully described in the accounting policies. The significant accounting policies that have been used in the preparation of these consolidated financial statements are summarised below. All accounting estimates and assumptions that are used in preparing the financial statements are consistent with the Rolta's latest approved budgeted forecast, where applicable. Judgements are based on the information available at each balance sheet date. Although these estimates are based on the best information available to management, actual results may ultimately differ from those estimates. Estimates of life of various tangible and intangible assets, allowance for uncollectible amounts, percentage of completion of customer contracts, costs to complete customer projects and assumptions used in the determination of employee-related obligations represent certain of the significant judgements and estimates made by management. The preparation of these consolidated financial statements is in conformity with IFRS and requires the application of judgment by management in selecting appropriate assumptions for calculating financial estimates, which inherently contain some degree of uncertainty. Management estimates are based on historical experience and various other assumptions that are believed to be

103

Notes to Consolidated Financial Statements


reasonable in the circumstances, the results of which form the basis for making judgments about the reported carrying values of assets and liabilities and the reported amounts of revenues and expenses that may not be readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. In the process of applying the Group's accounting policies, the following judgments have been made apart from those involving estimations, which have the most significant effect on the amounts recognized in the financial information: Leases The Company has evaluated each lease agreement for its classification between finance lease and operating lease. The Company has reached its decisions on the basis of the principles laid down in IAS 17, Leases for the said classification. Also, the Company has used IFRIC 4, Determining whether an arrangement contains a lease for determining whether an arrangement is, or contains, a lease is based on the substance of the arrangement and based on the assessment whether: a) fulfillment of the arrangement is dependent on the use of a specific asset or assets (the asset); and b) the arrangement conveys a right to use the asset. Deferred Tax Management judgment is required in determining provisions for income taxes, deferred tax assets and liabilities and the extent to which deferred tax assets can be recognized. If the final outcome of these matters differs from the amounts initially recorded, differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Post employment benefits The cost of post employment benefits is determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, expected rate of return on assets, future salary increases, and mortality rates. Due to the long term nature of these plans such estimates are subject to significant uncertainty. 5.2. BASIS OF CONSOLIDATION The group financial statements consolidate those of the Company and all of its subsidiary undertakings drawn up to the dates specified in Note 7. Subsidiaries are all entities over which Rolta India Limited has the power to control the financial and operating policies. Rolta India Limited obtains and exercises control through voting rights. The reporting periods for certain subsidiaries do not coincide with that of the Company as these are aligned to the accounting periods for local statutory and tax filing purposes in each of those jurisdictions in which the subsidiaries operate. Unrealised gains and losses on transactions between the Company and its subsidiaries are eliminated. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment losses from the Company's group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to

Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
ensure consistency with the accounting policies adopted by Rolta. Entities whose economic activities are controlled jointly by the Rolta India Limited and by other venturers independent of Rolta are accounted for using proportionate consolidation. Minority interests represent the portion of a subsidiary's profit and loss and net assets that is not held by the Group. If losses in a subsidiary applicable to a minority interest exceed the minority interest in the subsidiary's equity, the excess is allocated to the majority interest except to the extent that the minority has a binding obligation and is able to cover the losses. 5.3. INVESTMENT IN JOINT VENTURES Entities whose economic activities are controlled jointly by the Company and by other venturers independent of the Company (joint ventures) are accounted for using proportionate consolidation. Unrealised gains and losses on transactions between Rolta and its joint venture entities are eliminated to the extent of the Group's interest. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment losses from the Company's group perspective. Amounts reported in the financial statements of jointly controlled entities have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. 5.4. FOREIGN CURRENCY TRANSLATION The consolidated financial statements are presented in Indian Rupees ('INR' or 'Rs.'), which is the functional currency of the parent company, Rolta India Limited, being the currency of the primary economic environment in which it operates. In the separate financial statements of the consolidated entities, foreign currency transactions are translated into the functional currency of the individual entity using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of remaining balances at year-end exchange rates are recognised in the income statement under other income or other expenses, respectively. In the consolidated financial statements, all separate financial statements of subsidiaries, originally presented in a currency different from the Rolta's presentation currency, have been converted into INR. Assets and liabilities have been translated into INR at the closing rate at the balance sheet date. Income and expenses have been converted into the Rolta's presentation currency at the average rates over the reporting period. The resulting translation adjustments are recorded under the currency translation reserve in equity. 5.5. REVENUE RECOGNITION Revenue from sale of solutions is recognized when significant risks and rewards in respect of ownership of solutions are transferred to the customer and there are either no unfulfilled company obligations or any obligations are inconsequential or perfunctory and will not affect the customer's final acceptance of the arrangement. Revenue from services is recognised upon the performance of services or transfer of risk to the customer.

104

Notes to Consolidated Financial Statements


Revenue from customer-related long-term contracts is recognised by reference to the percentage of completion of the contract at the balance sheet date. Rolta's long term contracts specify a fixed price for the sale of license and installation of software solutions & services and the related revenue is determined using the percentage of completion method. The percentage of completion is calculated by comparing costs incurred to date with the total estimated costs of the contract. If the contract is considered profitable, it is valued at cost plus attributable profits by reference to the percentage of completion. Any expected loss on individual contracts is recognised immediately as an expense in the income statement. Rolta commits to extensive after-sales support, in the form of annual maintenance contracts, in its service segment. The amount of the selling price associated with the subsequent servicing agreement is deferred and recognised as revenue over the period during which the service is performed. This deferred income is included in other liabilities. 5.6. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are stated at cost of acquisition less accumulated depreciation. Direct costs are capitalised until the assets are ready for use and include inward freight, duties, taxes and expenses incidental to acquisition and installation. Depreciation on property, plant and equipment is provided based on the straight line method over the economic useful life of assets as estimated by the management, on a pro-rata basis. The economic useful lives estimated by the management for amortisation/depreciation of the assets are as under: Assets Buildings Computer, Plant and machinery Office equipment Furniture and Fixtures Vehicles Estimated useful life 60 years 4 years 20 years 15 years 10 years

Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. Goodwill is allocated to those cash-generating units that are expected to benefit from synergies of the related business combination and represent the lowest level within Rolta at which management controls the related cash flows. Individual assets or cash-generating units that include goodwill are tested for impairment at least annually. All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset or cash-generating unit exceeds its recoverable amount. To determine the recoverable amount, management estimates expected future cash flows from each cashgenerating unit and determines a suitable interest rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to the Group's latest approved budget, adjusted as necessary to exclude the effects of future reorganisations and asset enhancements. Discount factors are determined individually for each cashgenerating unit and reflect their respective risk profiles as assessed by management. Impairment losses recognised for cash-generating units, to which goodwill has been allocated, are credited initially to the carrying amount of goodwill. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist. Impairment losses are recognised in income statement. An impairment charge is reversed if the cash-generating unit's recoverable amount exceeds its carrying amount. 5.9. FINANCIAL INSTRUMENTS Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires. Financial assets and financial liabilities are measured initially at fair value plus transaction costs, except for financial assets and financial liabilities carried at fair value through profit or loss, which are measured initially at fair value. Financial assets and financial liabilities are measured subsequently as described below. 5.10.FINANCIAL ASSETS Rolta's financial assets include cash receivables (including accounts receivable) and investments. Financial assets, other than hedging instruments, can be divided into categories such as loans and receivables, financial assets at fair value through profit or loss,

The useful life of property, plant and equipment is reviewed periodically and wherever a change is made to the estimate of useful life of an asset, the depreciation charge is adjusted prospectively. Material residual value estimates are updated as required, but at least annually, whether or not the asset is revalued. 5.7. INTANGIBLE ASSETS Intangible assets include expenditure incurred by Rolta on development or acquisition of software. They are accounted for using the cost model whereby capitalized costs are amortised on a straight line basis over the useful lives of the assets as estimated by management. These assets are currently amortized over a period of five to ten years and included under 'Depreciation and amortization' in the statement of income. 5.8. I M PA I R M E N T T E S T I N G O F G O O D W I L L , INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT Rolta's intangible assets and property, plant and equipment are subject to impairment testing.

105

Notes to Consolidated Financial Statements


available-for-sale financial assets. Financial assets are assigned to the different categories by management on initial recognition, depending on the purpose for which the investments were acquired. The designation of financial assets is re-evaluated at every reporting date at which a choice of classification or accounting treatment is available. Financial assets are measured at their fair value on initial recognition and subsequently measured at amortised cost. Derecognition of financial instruments occurs when the rights to receive cash flows from the investments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred. An assessment for impairment is undertaken at least at each balance sheet date, whether or not there is objective evidence that a financial asset or a group of financial assets is impaired. Financial assets at fair value through profit or loss include financial assets that are either classified as held for trading or are designated by the entity to be carried at fair value through profit or loss upon initial recognition. In addition, derivative financial instruments that do not qualify for hedge accounting are classified as held for trading. Subsequent to initial recognition, the financial assets included in trading category are measured at fair value with changes in fair value recognised in profit or loss. Financial assets originally designated as financial assets at fair value through profit or loss may not subsequently be reclassified. Available-for-sale financial assets include non-derivative financial assets that are either designated to this category or do not qualify for inclusion in any of the other categories of financial assets. All financial assets within this category are subsequently measured at fair value, unless otherwise disclosed, with changes in value recognised in equity, net of any effects arising from income taxes. Gains and losses arising from securities classified as available-forsale are recognised in the income statement when they are sold or when the investment is impaired. In the case of impairment, any loss previously recognised in equity is transferred to the income statement. Losses recognised in the income statement on equity instruments are not reversed through the income statement. Losses recognised in prior period consolidated income statements resulting from the impairment of debt securities are reversed through the income statement, when such increase can be related objectively to an event occurring after the impairment loss. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when Rolta provides money, goods or services directly to a debtor with no intention of trading the receivables. Loans and receivables are subsequently measured at amortised cost using the effective interest method, less provision for impairment. Any change in their value is recognised in profit or loss. Trade receivables are provided against when objective evidence is received that Rolta will not be able to collect all amounts due to it in accordance with the original terms of the receivables. The amount of the write-down is determined as the difference between the asset's carrying amount and the present value of estimated future cash flows.

Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
Cash and cash equivalents include cash at bank and in hand and bank deposits. 5.11.INVENTORIES Systems, software, peripherals and stores and spares are valued at lower of cost or net realisable value on first in first out basis. 5.12.ACCOUNTING FOR INCOME TAXES Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting period, that are unpaid at the balance sheet date. They are calculated according to the tax rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable profit for the year. All changes to current tax assets or liabilities are recognized as a component oftaxexpense in the income statement. Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying amounts of assets and liabilities in the consolidated financial statements with their respective tax bases. However, in accordance with the rules set out in IAS 12, no deferred taxes are recognized in conjunction with goodwill. This applies also to temporary differences associated with shares in subsidiaries and joint ventures if reversal of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future. In addition, tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets. However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax liabilities are always provided for in full. Deferred tax assets are recognized to the extent that it is probable that they will be able to be offset against future taxable income. Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realization, provided they are enacted or substantively enacted at the balance sheet date. Most changes in deferred tax assets or liabilities are recognized as a component of tax expense in the income statement. Only changes in deferred tax assets or liabilities that relate to a change in value of assets or liabilities that is charged directly to equity are charged or credited directly to equity. 5.13.LEASING ACTIVITIES Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Rental income from operating leases is recognized on a straightline basis over the term of the relevant lease. Assets held under finance leases are recognized as assets of the Group at their fair value or present value of minimum lease payments if lower at the date of acquisition. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Finance costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired, are charged to the income statement over the

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Notes to Consolidated Financial Statements


term of the relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting period. 5.14.EQUITY Share capital is determined using the nominal value of shares that have been issued. Additional paid-in capital includes any premium received on the initial issue of share capital. Any transaction costs associated with the issue of shares is deducted from additional paid-in capital, net of any related income tax benefits. Foreign currency translation differences are included in the translation reserve. Retained earnings include all current and prior period results, as disclosed in the income statement. 5.15.EMPLOYEE BENEFITS Employee benefits are provided through a defined benefit plan as well as certain defined contribution plans. The Company provides for gratuity, a defined benefit plan, which defines an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and remuneration. The legal obligation for any benefits from this kind of plan remains with the Group. The Company also provides for provident fund benefit, a defined contribution plan, under which the Group pays fixed contributions into an independent entity. The Group has no legal or constructive obligations to pay further contributions after payment of the fixed contribution. The liability recognised in the balance sheet for defined benefit plans is the present value of the defined benefit obligation ('DBO') at the balance sheet date less the fair value of plan assets, together with adjustments for actuarial gains or losses and past service costs. The DBO is calculated annually by independent actuaries using the projected unit credit method. The present value of the DBO is determined by discounting the estimated future cash outflows using interest rates of high quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating to the terms of the related pension liability. Actuarial gains and losses are recognised as an income or expense in the period in which they arise. Past-service costs are recognised immediately in the income statement, unless the changes to the plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the past service costs are amortised on a straight-line basis over the vesting period. The contributions recognised in respect of defined contribution plans are expensed as they fall due. Liabilities and assets may be recognised if underpayment or prepayment has occurred and are included in current liabilities or current assets as they are normally of a short-term nature. Interest expenses related to pension obligations are included in finance costs in the income statement. All other pension related benefit expenses are included in Employee benefit expense.

Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
Short-term employee benefits are recognised for the number of paid leave days (usually holiday entitlement) remaining at the balance sheet date. They are included in employee obligations at the undiscounted amount that the Group expects to pay as a result of the unused entitlement. Paid leave days which are likely to be encashed at the time of retirement are valued at the rates at which they are estimated to be paid out, and the present value of the same is included under 'Long term Employee obligations'. 5.16.FINANCIAL LIABILITIES The Group's financial liabilities include trade and other payables, borrowings and derivative financial instruments. Payable and borrowings are initially measured at fair value and subsequently measured at amortised cost using effective interest rate method. They are included in balance sheet line items 'long-term financial liabilities' and 'trade and other payables'. Derivative financial instruments that are not designated and effective as hedging instruments are accounted for at fair value through profit or loss. Financial liabilities are recognised when the Group becomes a party to the contractual agreements of the instrument. All interest related charges is recognised as an expense in finance cost in the income statement. Trade payables are recognised initially at their fair value and subsequently measured at amortised cost less settlement payments. Dividend distributions to shareholders are included in 'other short term financial liabilities' when the dividends are approved by the shareholders' meeting. 5.17.PROVISIONS AND CONTINGENT LIABILITIES Provisions are recognised when present obligations will probably lead to an outflow of economic resources from the Group and they can be estimated reliably. Timing or amount of the outflow may still be uncertain. A present obligation arises from the presence of a legal or constructive obligation that has resulted from past events. Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the balance sheet date, including the risks and uncertainties associated with the present obligation. In those cases where the possible outflow of economic resource as a result of present obligations is considered improbable or remote, or the amount to be provided for cannot be measured reliably, no liability is recognised in the consolidated balance sheet. 5.18.EQUITY BASED COMPENSATION All employee services received in exchange for the grant of any share-based remuneration are measured at their fair values. These are indirectly determined by reference to the fair value of the share options awarded. Their value is appraised at the grant date and excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets). All share-based remuneration is ultimately recognised as an expense in profit or loss with a corresponding credit to additional paid-in capital, net of deferred tax where applicable. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Non-market vesting

107

Notes to Consolidated Financial Statements


conditions are included in assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised, if there is any indication that the number of share options expected to vest differs from previous estimates. No adjustment is made to expense recognised in prior periods if fewer share options ultimately are exercised than originally estimated. Upon exercise of share options, the proceeds received net of any directly attributable transaction costs up to the nominal value of the shares issued are allocated to share capital with any excess being recorded as additional paid-in capital. NOTE B. BUSINESS COMBINATION Acquisition of WhittmanHart Consulting On August 18, 2008, the Group acquired the assets of consulting division of WhittmanHart Inc., USA ('Whitmanhart') through its US subsidiary Rolta TUSC Inc. for a total consideration of USD 11,436,930 (Rs. 494,418 thousand approximately). The acquired division of WhittmanHart is a leading industry provider of consulting services in the Business Intelligence (BI) arena, particularly focused on the Hyperion software technology acquired by Oracle Corporation in 2007. WhittmanHart will continue under the operations of Rolta TUSC in USA, and will be managed and operated by the Management team of Rolta TUSC. The total cost of acquisition was Rs. 494,418 thousand and includes the components stated below: Fair Values (INR'000) 475,354 5,987 13,077 494,418

Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
Goodwill of Rs. 217,763 thousand is primarily related to growth expectations, expected future profitability, the substantial skill and expertise of the company's staff and expected cost synergies. Goodwillhas been allocated to cash-generating unitsat30June2009 No major line of business will be disposed of as result of the combination. The WhittmanHart consulting has been merged with Rolta TUSC and its operating results are included within this entity from the acquisition date. Hence it is impracticable to identify WHC results subsequent to integration with Rolta TUSC. The acquisition was completed in the beginning of the year and the results ofWHCare included in the revenue andprofitsof theGroup. Acquisition of Piocon Technologies Inc On December 29, 2008, the Group acquired 100% equity shares of Piocon Technologies Inc., USA ('Piocon') through its US subsidiary Rolta International Inc for a total consideration of USD 8,361,500 (Rs. 407,707 thousand approximately). Through this acquisition, Rolta has acquired a unique template-based solution that addresses critical operational needs of refineries in the Oil & Gas sector. The total cost of acquisition was Rs. 407,707 thousand and includes the components stated below: Fair Values (INR'000) 391,372 3,901 12,434 407,707

Purchase price, settled in cash Legal advisers Investment bankers' fees

Purchase price, settled in cash Legal advisers Investment bankers' fees

The allocation of the purchase price to the assets and liabilities of WhittmanHart Consulting was completed during the year. The amounts recognised for each class of the acquiree's assets, liabilities and contingent liabilities recognised at the acquisition date are as follows: Assets of WhittmanHart Consulting Inc., as at the acquisition date Fair Values (INR'000) 6,485 117,744 124,229 152,426 152,426 276,655 217,763 494,418 494,418

The allocation of the purchase price to the assets and liabilities of Piocon was completed during the year. The amounts recognised for each class of the acquiree's assets, liabilities and contingent liabilities recognised at the acquisition date are as follows: Assets of Piocon Technologies Inc., as at the acquisition date Fair Values (INR'000) 5,125 65,100 70,225 99,089 56,810 155,899 22,127 24,910 80,943 127,980 98,143 309,564 407,707 56,810 350,897

Property, plant and equipment Customer contacts and pipeline Total non-current assets Accounts receivable Cash and cash equivalents Total current assets Net identifiable assets and liabilities Goodwill on acquisition Consideration paid, satisfied in cash Cash and cash equivalents acquired Net cash outflow on acquisition

Property, plant and equipment Customer contacts and pipeline Total non-current assets Accounts receivable Cash and cash equivalents Total current assets Deferred tax liability Provisions Trade and other payables Total current and non current liabilities Net identifiable assets and liabilities Goodwill on acquisition Consideration paid, satisfied in cash Cash and cash equivalents acquired Net cash outflow on acquisition

108

Notes to Consolidated Financial Statements


Goodwill of Rs. 309,564 is primarily related to growth expectations, expected future profitability, the substantial skill and expertise of the company's staff and expected cost synergies. Goodwill has been allocated to cash-generating units at June 30, 2009 No major line of business will be disposed of as result of the combination. Piocon earned a profit of Rs.61, 135 thousand for 6 months ended June 30, 2009. If Piocon had been acquired on July 1, 2008, revenue of the Group for 2008 would have increased by Rs. 213,922 thousands and profit for the year would have increased by Rs. 2,364 thousands Update on TUSC acquisition As per the share purchase agreement entered into by Rolta Inc. with TUSC, a contingent consideration was payable on satisfaction of certain earn-out conditions. The earn-out on satisfaction of certain of these conditions is US$ 1.22 million (Rs. 63,291 thousands) as compared to a maximum earn-out of US$ 3 million mentioned in the agreement. The earn-out had two target criteria, revenue and profitability, with maximum payment of US$ 1.5 million for achieving each target. TUSC has not achieved the profitability criteria but has achieved the revenue criteria and are eligible for an earn-out to the extent of US $ 1.22 million. Such amounts payable were settled in March 2009 and are currently recorded as increase in 'Goodwill' NOTE C -BASIS OF CONSOLIDATION The subsidiaries which consolidate under Rolta India Limited ('RIL') comprise the entities listed below:
Name of the Entity Year Country of End Date Incorporation
June 30, 2009 USA

Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
NOTE D -CASH AND CASH EQUIVALENTS Cash and cash equivalents comprise the following:
Particulars June 30, 2009 June 30, 2008

Cash in hand Balances with banks in current /cash credit accounts and deposit accounts Total

1,026 1,323,635 1,324,661

2,016 2,517,616 2,519,632

NOTE E - RESTRICTED CASH Restricted cash comprise the following:


Particulars June 30, 2009 June 30, 2008

Dividend accounts Time deposits Total

50,478 621 51,099

54,844 23,829 78,673

Dividend accounts represent balances maintained in specific bank accounts for payment of dividends. The use of these funds is restricted and can only be used to pay dividends. The corresponding liability for payment of dividends is included in 'Other Current Liabilities'. Bank deposits represent fixed deposits placed with banks and deposits under lien for bank guarantees and margin deposits. Most of these deposits have been placed for a one-year period, and are automatically renewed. NOTE F - ACCOUNTS RECEIVABLE, NET
Particulars June 30, 2009 June 30, 2008

Holding Company

Effective Group Shareholding (%)


100 75 100 100 100 100 100 100 100 100 51

Rolta International Inc. ('RUS')

RIL RIL RIL RIL RUK RUS RUK RUS RUS RUS RIL

Accounts receivables Less: Provision for doubtful debts Total

5,997,541 (46,593) 5,950,948

5,017,796 5,017,796

Rolta Saudi Arabia Limited. ('RSA') March 31, 2009 Saudi Arabia Rolta Middle East FZ - LLC ('RME') March 31, 2009 Rolta UK Limited ('RUK') Rolta Beneulx B.V.('RBN') Rolta Canada Limited('RCL') Rolta Deutschland GmbH Rolta Asia Pacific Rolta TUSC Incorporated ('TUSC') Piocon Technologies Inc Rolta Thales Limited March 31, 2009 March 31, 2009 June 30, 2009 March 31, 2009 June 30, 2009 June 30, 2009 June 30, 2009 June 30,2009 UAE UK Netherlands Canada Germany Australia USA USA India

Trade receivables are usually due within 180 to 200 days and are not interest bearing. All trade receivables are subject to credit risk exposure. However, Rolta does not identify specific concentrations of credit risk with regard to trade and other receivables, as the amounts recognised representalargenumberofreceivablesfromvariouscustomers. Given below is ageing of accounts receivable spread by period of six months:
Particulars June 30, 2009 June 30, 2008

Outstanding for more than 6 months Others Total

2,363,130 3,587,818 5,950,948

1,986,246 3,031,500 5,017,796

The Company holds a 50% stake in Shaw Rolta Limited, a joint venture company. The remaining 50% shares are held by Shaw group, USA. All of the above entities follow uniform accounting policies, except for Rolta International Inc., which follows the reducing balance method of depreciation for certain assets. However, the impact of this difference on consolidated financial statements is not expected to be material.

NOTE G - INVENTORIES Inventories comprise the following:


Particulars June 30, 2009 June 30, 2008

Systems, software and toolkits Total

104,524 104,524

214,550 214,550

109

Notes to Consolidated Financial Statements


NOTE H - OTHER CURRENT ASSETS Property, plant and equipment comprise the following:
Particulars June 30, 2009 June 30, 2008

Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
Movements in the cost and accumulated depreciation of property, plant and equipment are as follows:
Year ended Year ended June 30, 2009 June 30, 2008 Cost Additions Disposals Additions Disposals Freehold land 5,181 2,182 Building 1,640,234 482,835 Computer Plant and machinery 4,546,644 1,924,635 2,684,756 903,577 Office equipment 167,406 4,490 15,821 876 Furniture and fixtures 275,320 4,637 43,115 Vehicles 1,452 8,253 41,529 20,246 Capital work in progress 7,489,989 6,426,040 3,536,643 3,270,238 14,126,226 8,368,055 6,806,881 4,194,937 Year ended June 30, 2009
Accumulated Depreciation

Unbilled revenue Prepaid expense Interest accrued Other receivables Deposits and advances receivable in cash and kind Total

731,599 187,148 81,413 6,421 315,112 1,321,693

773,943 180,456 131,206 84,461 56,671 1,226,737

NOTE I - PROPERTY, PLANT AND EQUIPMENT, NET Other current assets comprise the following:
Cost June 30, 2009 June 30, 2008
Freehold land Building Computer Plant and machinery Furniture and fixtures Office equipment Vehicles Capital work in progress

Year ended June 30, 2008

Charge Adjustment Charge for Adjustment for the year on disposals the year on on disposals

Freehold land Building Computer, Plant and Machinery Office Equipment Furniture and fixture Vehicles Capital work in progress

109,934 3,813,722 9,673,288 526,889 583,635 73,550 2,793,143 17,574,161

104,753 2,173,488 7,051,279 363,973 312,952 80,351 1,729,194 11,815,990

48,717 2,450 39,717 1,875,011 1,885,504 1,231,184 33,359 (4,450) 20,126 24,566 24,588 19,158 8,213 2,367 7,051 1,989,866 1,910,459 1,317,236

903,549 94 7,555 911,198

NOTE J - INTANGIBLE ASSETS Intangible assets comprise of recognised intangibles on acquisition and software licenses purchased for internal use. The carrying amounts for the reporting periods under review can be analysed as follows:
Gross Carrying amount Acquired software licenses Customer Intellectual contracts property and rights Customer relationship 45,731 129,680 35,488 453,829 182,844 22,898 335,422 40,644 529,961 Total

Accumlated Depreciation

June 30, 2009 June 30, 2008

Freehold Land Building Computer, Plant and Machinery Office Equipment Furniture and fixture Vehicles Capital work in progress

266,340 3,033,754 114,755 128,208 21,731 3,564,788

220,073 3,044,247 114,777 90,399 15,885 3,485,381

Balance as at 1 July 2008 Addition, separately acquired Acquisition through business combination Disposals Net exchange differences Balance as at 30 June 2009

210,899 453,829 182,844 63,542 911,114

45,731

Net book value Freehold land Building Computer, Plant and Machinery Office Equipments Furniture and fixture Vehicles Capital work in progress

June 30, 2009

June 30, 2008

Additions separately acquired are software licenses used in the development of the group's software solutions.
Amortisation and impairment Acquired software licenses Customer Intellectual contracts property and rights Customer relationship 16,053 7,098 64,896 34,741 863 270 81,812 42,109 253,610 487,852 Total

109,934 3,547,382 6,639,534 412,134 455,427 51,819 2,793,143 14,009,373

104,753 1,953,415 4,007,033 249,196 222,553 64,466 1,729,194 8,330,610

Balance as at 1 July 2008 Amortisation Impairment losses Disposals Net exchange differences Balance at 30 June 2009 Carrying amount 30 June 2009

45,731 45,731 -

68,882 99,637 1,133 169,652 741,462

110

Notes to Consolidated Financial Statements


Gross Carrying amount Acquired software licenses Customer Intellectual contracts property and rights Customer relationship 45,731 129,680 129,680 35,488 35,488 Total
Particulars Growth rates June 30, June 30, 2009 2008

Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
This is appropriate because this sector is expected to continue to grow at above-average rates for the foreseeable future.
Discount rates June 30, June 30, 2009 2008

Balance as at 1 July 2007 Addition, separately acquired Acquisition through business combination Disposals Net exchange differences Balance as at 30 June 2008 Amortisation and impairment

45,731 Geospatial / GIS 165,168 210,899 Total Enterprise Information & Communication Technology

10% 19%

12.99% 12.99%

45,731 Acquired software licenses

Balance as at 1 July 2007 Amortisation Impairment losses Disposals Net exchange differences Balance at 30 June 2008 Carrying amount 30 June 2008

45,075 656 45,731 -

Customer Intellectual contracts property and rights Customer relationship 16,053 7,098 16,053 7,098 113,627 28,390

Management's key assumptions for the Enterprise Information and Communication Technology include stable profit margins, which have been determined based on past experiences in this market. The Group's management believes that this is the best available input for forecasting this mature market. NOTE L - OTHER LIABILITIES Other liabilities comprise the following:
Particulars
June 30, 2009 June 30, 2008

45,075 23,807 68,882 142,017

NOTE K -GOODWILL The main changes in the carrying amount of goodwill result from the acquisition of WHC and Piocon in the current year and TUSC and Orion in 2008. The net carrying amount of goodwill can be analysed as follows:
Gross carrying amount Opening balance Acquired through business combination Impairment loss recognised Net exchange difference Closing balance
June 30, 2009 June 30, 2008

Income received in advance Advances from customers Unclaimed dividend Other liabilities Interest accrued but not due Provision for warranties Total

97,405 52,863 50,478 1,019,009 8,203 4,660 1,232,618

193,568 6,058 54,844 1,279,900 9,698 1,544,068

NOTE M -LONG TERM LIABILITY


Particulars
June 30, 2009 June 30, 2008

1,772,908 590,618 192,303 2,555,829

1,772,908 1,772,908

For the purpose of annual impairment testing goodwill is allocated to the following cash generating units, which are units expected to benefit from the synergies of the business combinations in which the goodwill arises.
Particulars
June 30, 2009 June 30, 2008

Liability on account of foreign currency convertible bonds External commercial borrowings Term loan from banks

6,023,081 2,809,969 1,000,000 9,833,050

6,775,217 6,775,217

Foreign Currency Convertible Bonds (FCCB)


Particulars
June 30, 2009 June 30, 2008

Geospatial / GIS Enterprise Information & Communication Technology Goodwill allocation at year end

242,170 2,313,659 2,555,829

241,933 1,530,975 1,772,908

The recoverable amounts of the cash-generating units were determined based on value-in-use calculations, covering a detailed three-year forecast, followed by an extrapolation of expected cash flows for the units' remaining useful lives using the growth rates stated below. The growth rates reflect the long-term average growth rates for the product lines and industries of the cash-generating units. The growth rate for Geospatial/GIS and Enterprise information and communication technology exceeds the overall long-term average growth rates for USA.

Opening liability Equity component reclassified in liability Accrued interest Exchange loss Less: Repurchase of FCCB

6,775,217 499,394 814,403 (2,065,933) 6,023,081

5,686,459 288,027 478,233 322,498 6,775,217

The Group, on June 28, 2007 issued 'Zero coupon convertible bonds due 2012' (the Bonds). The bonds are convertible at any time on and after August 8, 2007 and up to the close of business on June 22, 2012 by the holders of the Bonds (the Bondholders) into newly issued, ordinary shares of Rs.10 each of the Group (the Shares) at the option of the Bondholder, at an initial conversion

111

Notes to Consolidated Financial Statements


price of Rs.737.40 per share with a fixed rate of exchange on conversion of Rs.40.75 to USD 1.00. The conversion price was reduced to Rs. 368.70 after 1:1 bonus issue in January 2008. Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed in US dollars on June 29, 2012 at 139.391 per cent of their principal amount. In the preparation of the financial statements as at June 30, 2008, these instruments were classified as compound financial instruments, where the initial carrying amount was allocated to a liability component based on its fair value of Rs. 6,487,190 thousands as at that date and the residual amount of Rs 288,027 thousands being allocated to the equity component. These financial statements have been restated whereby such equity component has been reclassified as a liability and the value of derivative in the nature of a call option embedded in the financial instrument (equity conversion option) is included in the liability component. The call option embedded in this financial instrument has been fair valued at each reporting date and classified under 'Other financial liabilities'. The amount of liability has been initially recognized in respect of such Foreign Currency Convertible Bonds based on the fair value as at the date of issue of these instruments and is subsequently recognized at amortized cost with interest costs being recognized based on the effective rate of interest. The effect of the restatement on the financial statements for the year ended June 30, 2008 is summarized below. There is no effect for the year ended June 30, 2009. Amount Impact on balance sheet as at June 30, 2008 Increase in Liability Decrease in equity

Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
A floating interest rate linked to prevailing BPLR rates (Benchmark Prime Lending Rates) is charged on the monthly outstanding balances. The applicable interest rate for the year ended 30 June 2009 was 12%. The maturity profile of long-term borrowings outstanding at June 30, 2009 is given below: Year ending 30 June, 2010 2011 2012 2013 And there after Amount 1,220,202 220,202 2,369,565 3,809,969

The fair value of long-term debt is estimated by the management to be approximate to their carrying value, since the average interest rate on such debt is within the range of current interest rates prevailing in the market. NOTE N - EMPLOYEE OBLIGATIONS Employee obligations comprise the following:
Particulars
June 30, 2009 June 30, 2008

Provision for compensated absences Provision for gratuity benefit plan Others Total

92,178 50,223 142,401

63,736 37,776 101,512

288,027 (288,027)

NOTE O - TAXES Taxes for the year comprise the following:


Particulars
June 30, 2009 June 30, 2008

The corresponding impact on the interest expense is not material and accordingly the income statement and earnings per share have not been restated. In June 2009, the Parent Company has bought back and cancelled 38,310 FCCBs of the face value of USD 1000 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. 482,266 thousand on the said buyback, which is disclosed under 'Other Income'. External commercial borrowings The external commercial borrowing from Bank of India is secured by floating charge on current assets of the Parent Company and from Union Bank of India is secured by way of equitable mortgage on the fixed assets of the Parent Company. A floating interest rate linked to the prevailing six month LIBOR is charged on the external commercial borrowings. The applicable interest rate for the year ended 30 June 2009 was 4.5%-5%. Term loans from banks Other Term loans are secured by floating charge on the current assets of the Parent Company.

Current income tax expense Deferred income tax expense/(benefit) Total

379,504 (134,138) 245,366

325,551 24,490 350,041

The relationship between the expected tax expense based on the applicable tax rate of the Company and the tax expense actually recognized in the income statement can be reconciled as follows:
Particulars
June 30, 2009 June 30, 2008

Effective tax rate Expected tax expense at prevailing tax rate Tax adjustment for tax-exempt income - Export income exempt from tax - Exempt income Other tax adjustments - Long term capital gain on sale of assets

33.99% 726,371 (677,020) (194,881)

33.99% 713,840 (443,741) (59,251)

(2,870)

112

Notes to Consolidated Financial Statements


Particulars
June 30, 2009 June 30, 2008

Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
NOTE P - EQUITY AND RESERVES a) Ordinary shares The Company presently has only one class of ordinary shares. For all matters submitted to vote in the shareholders meeting, every holder of ordinary shares, as reflected in the records of the Company on the date of the shareholders' meeting, has one vote in respect of each share held. All shares are equally eligible to receive dividends and the repayment of capital in the event of liquidation of the Company. The Company has an authorized share capital of 250,000,000 equity shares of Rs 10 each. b) Dividends Indian statutes mandate that dividends be declared out of distributable profits only after the transfer of up to 10 percent of net income computed in accordance with regulations to a general reserve. Should the Company declare and pay dividends, such dividends are required to be paid in Indian rupees to each holder of equity shares in proportion to the number of shares held. c) Reserves Additional paid in capital - The amount received by the company over and above the par value of shares issued (share premium) is shown under this head. Statutory reserves - In accordance with Articles of Association of Rolta Saudi Arabia Ltd and the regulations for companies in the Kingdom of Saudi Arabia, the Company maintains a statutory reserve equal to one half of its share capital. Such reserve is not currentlyavailable fordistribution to the shareholders. Revaluation reserve - The revaluation reserve comprises gains and losses due to the revaluation of certain financial assets and property, plant and equipment. Foreign currency translation differences are included in the translation reserve. Translation reserve - Assets and liabilities of foreign subsidiaries are translated into Indian rupees at the rate of exchange prevailing as at the Balance Sheet date. Revenue and expenses are translated into Indian rupees by averaging the exchange rates prevailing during the period. The exchange difference arising out of the year-end translation is being debited or credited to Translation Adjustment Account. Accumulated earnings - Accumulated earnings include all current and priorperiod results as disclosed in the incomestatement. NOTE Q - OPERATING REVENUE Operating revenue comprises the following:
Particulars
Year ended Year ended June 30, 2009 June 30, 2008

- Unrecognised tax benefit on losses of subsidiaries - Disallowance under income tax - Disallowed expenditure on share based payments - Disallowed expenditure on FCCB interest - Others Actual tax expense net

180,744 24,280 6,265 169,744 9,863 245,366

65,046 17,290 32,867 164,620 (137,760) 350,041

No temporary differences resulting from investments in subsidiaries or associates qualified for recognition as deferred tax assets or liabilities. The tax effect of significant temporary differences that resulted in deferred income tax assets and liabilities and a description of the items that create those differences are given below:
Particulars
June 30, 2009 June 30, 2008

Deferred income tax assets Non current Net operating loss of Rolta International Inc. Other financial assets Employee Benefits Deferred income tax liabilities Non current Intangible Assets Difference in depreciation on Property, plant and equipment Net deferred income tax liability 18,629 450,300 468,929 282,023 491,841 491,841 394,031 68,626 59,168 59,112 186,906 63,306 34,504 97,810

In assessing the reliability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. The amount of the deferred income tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced. As at June 30, 2009, the Company's subsidiaries had losses which can be carried forward for future utilization within 5 to 15 years. These subsidiaries have been incurring losses and therefore it is considered more likely that the deferred tax asset arising from these carried forward net operating losses will not be realized. Accordingly no deferred tax assets have been recognized in respect of these losses.

Geospatial / GIS Engineering Design Enterprise Information & Communication Technology Total

6,195,497 3,915,312

5,305,524 3,477,003

3,617,320 1,939,617 13,728,129 10,722,144

113

Notes to Consolidated Financial Statements


NOTE R - OTHER INCOME Other income comprises the following:
Particulars
Year ended Year ended June 30, 2009 June 30, 2008

Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
a) Gratuity benefit plan In accordance with applicable Indian laws, the Company provides for gratuity, a defined benefit retirement plan ("the Gratuity Plan") covering eligible employees. The Gratuity Plan provides for a lump sum payment to vested employees on retirement, death, incapacitation or termination of employment of amounts that are based on salary and tenure of employment. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation. The following table sets out the funded status of the Gratuity Plan and the amounts recognized in the Group's consolidated financial statements:
Particulars
June 30, 2009 June 30, 2008

Interest income Dividend income Gain on sale of available for sale investments Exchange gain/(loss) Profit on repurchase of FCCB Others Total

145,680 91,080 4,465 (601,221) 482,266 53,756 176,026

211,549 167,584 25,330 (298,908) 113,657 219,212

NOTE S - MATERIALS CONSUMED Materials consumed for the year comprise the following:
Particulars
Year ended Year ended June 30, 2009 June 30, 2008

Opening stock Purchases Less: Closing stock Total

214,187 1,858,278 (104,524) 1,967,941

206,420 2,568,111 (214,187) 2,560,344

NOTE T - EMPLOYEE COSTS Employee costs comprise the following:


Particulars
Year ended Year ended June 30, 2009 June 30, 2008

Change in Benefit Obligation Present Benefit Obligation ('PBO') at the beginning of the year Interest cost Service cost Benefits paid Actuarial (gain) loss on obligations PBO at the end of the year Liability recognized Present value of obligation Fair value of plan assets Liability recognized in balance sheet

37,776 3,022 8,219 (4,888) 6,094 50,223 50,223 50,223

30,149 2,412 5,619 (5,392) 4,988 37,776 37,776 37,776

Salaries, wages and bonus Share based payments Contribution to provident and other funds Welfare expenses Total

5,112,237 18,433 164,447 28,119 5,323,236

3,080,346 96,695 121,639 28,138 3,326,818

Net gratuity cost for the year ended includes the following components:
Particulars
June 30, 2009 June 30, 2008

NOTE U - JOINTLY CONTROLLED ENTITIES Shaw Rolta Limited is the only jointly controlled entity within the Group. Its financial statements have been incorporated into Rolta's consolidated financial statements using proportionate consolidation. The aggregate amounts relating to Shaw Rolta Limited that have been included in the consolidated financial statements are as follows:
Particulars
June 30, 2009 June 30, 2008

Current service cost Interest cost Net actuarial (gain) loss recognised in the year Expenses recognised in the income statement

8,219 3,022 6,094 17,335

5,619 2,412 4,988 13,019

The movement of the net liability can be reconciled as follows:


Particulars
June 30, 2009 June 30, 2008

Non-current assets Current assets Non-current liabilities Current liabilities Income Expenses

1,557 219,169 60,443 495,629 341,107

2,080 169,714 54,663 349,568 274,479

Movements in the liability recognized Opening net liability Expense as above Contribution paid Closing net liability

37,776 17,335 (4,888) 50,223

30,149 13,019 (5,392) 37,776

For determination of the liability, the following actuarial assumptions were used:
Particulars
June 30, 2009 June 30, 2008

NOTE V - EMPLOYEE POST- RETIREMENT BENEFITS The following are the employee benefit plans applicable to the employees of the Group.

Discount rate Rate of increase in compensation levels

8.00% 5.00%

8.00% 5.00%

Current service cost and interest cost are included in employeecosts.

114

Notes to Consolidated Financial Statements


The development of Group's defined benefit scheme relating to gratuity may also be summarised as follows:
Particulars Defined benefit obligation Experience adjustments on plan liabilities Particulars

Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
The actuarial assumptions used in accounting for the Compensated absence plan were as follows:
June 30, 2009 June 30, 2008

2005 2006 2007 2008 2009

28,626 32,455 30,149 37,776 50,223

765 (1,492) 3,583 4,988 6,094

Discount rate Rate of increase in compensation levels

8.00% 5.00%

8.00% 5.00%

Current service cost and interest cost are included in employeecosts. The development of Group's defined benefit scheme relating to compensated absences may also be summarised as follows:
Particulars Defined benefit obligation Experience adjustments on plan liabilities

b) Provident fund benefit plan Apart from being covered under the Gratuity Plan described earlier, employeesoftheIndiancompaniesparticipateinaprovidentfundplan;a defined contribution plan. The Company makes annual contributions based on a specified percentage of salary of each covered employee to a government recognized provident fund. The Company does not have any further obligation to the provident fund plan beyond making such contributions. Upon retirement or separation an employee becomes entitledforthislumpsumbenefit,whichispaiddirectlytotheconcerned employee by the fund. The Company contributed approximately Rs 49,030 thousand (2008: Rs 51,922 thousand) to the provident fund plan duringtheyearendedJune302009. c) Compensated absence plan (defined benefit plan) The Company permits encashment of leave accumulated by their employees on retirement, separation and during the course of service. The liability for encashment of privilege leave is determined and provided on the basis of actuarial valuation performed by an independent actuary at balance sheet date. The following table sets out the status of the Compensated absence plan of Rolta and the corresponding amounts recognized in the Group's consolidated financial statements: Particulars Change in Benefit Obligation PBO at the beginning of the year Interest cost Service cost Benefits paid Actuarial (gain) loss on obligations PBO at the end of the year
June 30, 2009 June 30, 2008

2005 2006 2007 2008 2009

14,938 18,917 27,463 63,736 92,178

2,111 6,509 14,530 40,879 16,741

NOTE W - SHARE BASED EMPLOYEE REMUNERATION ESOP 2003 On December 31, 2003, the Company granted 911,500 stock options at an exercise price of Rs. 111.35, which was the closing market price on the date of the grant of Options. 25% of the options granted under the scheme have been vested on December 30, 2005, 25% have been vested on December 30, 2006, 25% have been vested on December 30, 2007 and the balance 25% shall vest on December 30, 2008. Vested options shall be exercised up to a period of one year from the date of vesting failing which vested options shall lapse. One option, if exercised, is convertible into one-equity share. ESOP 2006 On April 24, 2006, the Company granted further 852,500 stock options out of additional 1,500,000 options made available for grant to eligible employees under the Employee Stock Options Plan (ESOP). These options were grated at an exercise price of Rs. 252.30, which was the closing market price on the date of the grant of Options. 50% of the options granted under the scheme have vested on April 24, 2008, 25% shall vest on April 24, 2009 and the balance 25% shall vest on April 24, 2011. Vested options shall be exercised up to a period of one year from the date of vesting failing which vested options shall lapse. One option if exercised is convertible into one-equity share. ESOP 2007 On April 24, 2007, the Company granted further 647,500 stock options out of the balance stock options available under the Employee Stock Options Plan (ESOP) 2006 and 780,000 options, under the Employee Stock Options Plan (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. 50% of the options granted under the Scheme shall vest on

63,736 5,099 25,452 (18,850) 16,741 92,178

27,463 2,197 6,060 (12,863) 40,879 63,736

Net compensated absence cost for the years ended included the following components: Particulars Current service cost Interest cost Net actuarial (gain) loss recognised in the year Expenses recognised in the income statement
June 30, 2009 June 30, 2008

25,452 5,099 16,741 47,292

6,060 2,197 40,879 49,136

115

Notes to Consolidated Financial Statements


April 24, 2009, 25% shall vest on April 24, 2010 and the balance 25% shall vest on April 24, 2011. Vested options shall be exercised up to a period of three years from the date of vesting failing which vested options shall lapse. One option if exercised is convertible into one-equity share. On July 23, 2007, 125,000 stock 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 first 50% of these options shall become available for exercise on July 23, 2009. On January 31, 2008, the Company granted further 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 on the date of the grant of Options. The first 50% of these options shall become available for exercise on January 31, 2010 and one Option if exercised is convertible into one-equity share. On 30th April 2008, the Company further granted additional 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 shall become available for exercise on April 30, 2010. ESOP 2008 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. Further on November 3, 2008, the Company granted further 120,000 stock options out of the balance and lapsed stock options available under the Employee Stock Options Plan 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 November 3, 2010 and one option if exercised is convertible into one-equity share. The aggregate share options and weighted average exercise price under all the above mentioned plans are as follows for the reporting periods presented:
Number*
Outstanding at July 1 Granted Forfeited Exercised Expired Outstanding as at June 30 6,203,900 120,000 (109,064) (1,229,372) 4,985,464 75.35 219.49 207.86

Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
All share based employee remuneration would be settled in equity. The group has no legal or constructive obligation to repurchase or settle the options. The fair values of options granted are determined using the BlackScholes valuation model. Significant inputs into the calculation are:

Weighted average share price* (Rs.) Exercise price* (Rs.) Weighted average volatility rate Dividend pay outs Risk free rate Average remaining life

55.675 - 339.35 55.675 - 339.35 44% - 59% 35% - 40% 6.50% - 8.00% 1- 54 months

*Prices have been accordingly adjusted for the 1:1 bonus issue in the previous year. The underlying expected volatility was determined by reference to historical data, adjusted for unusual share price movements. No special features inherent to the options granted were incorporated into measurement of fair value. In total, Rs 18,433 thousands of employee remuneration expense has been included in the consolidated income statement for 2009 (2008: Rs. 96,695 thousands) which gave rise to additional paid-in capital. No liabilities were recognized due to share-based payment transactions.

NOTE X - RELATED PARTY TRANSACTIONS Related parties with whom the Group has transacted during the year
Key Management Personnel Mr. K K Singh Mr. A D Tayal Dr. Aditya Singh Mr. A. P Singh Mr. Hiranya Ashar Mrs.Preetha Pulsani Mr. Ben Eazzetta Chairman & Managing Director Jt. Managing Director Jt. Managing Director Jt. Managing Director Director Finance & Chief Financial Officer Jt. Managing Director (upto 17.12.2008) Director & President International Operations

Enterprises over which significant influence exercised by key management personnel / directors Rolta Limited Rolta Properties Pvt. Ltd Rolta Resources (P) Ltd Rolta Holding & Finance Corporation Ltd Rolta Infotech Hongkong Kanga & Company Lanier Ford Shaver & Payne P. Company Company controlled by Mr. K K Singh Company controlled by Mr. K K Singh Company controlled by Mr. K K Singh Company controlled by Mr. K K Singh Company controlled by Mr. K K Singh Solicitors firm in which Mr. K R Modi, Director of the Company, is a partner Law firm in which Mr. John R Wynn, an Officer of Rolta US, is a legal counsel

2009 Price* Rs.


208.16 191.70

Number*
5,166,854 2,130,500 (660,534) (432,920) 6,203,900

2008 Price* Rs.


161.60 268.47

96.03 120.38 208.16

Associates The Shaw Group Inc. Mashail Al-Khaleej Joint Venture partner in Shaw Rolta Ltd. Minority shareholder in Rolta Saudi Arabia Limited

* All figures have been accordingly adjusted for the 1:1 bonus issue in previous year.

116

Notes to Consolidated Financial Statements


Summary of transactions with related parties during the year
Nature of Transaction Transactions with key management personnel Remuneration Amount payable at the year end Share based payments Transactions with enterprises over which significant influence exercised by key management personnel/ directors. Rent/ business centre fees paid Technical fees paid Professional fees paid Security deposit given Reimbursements paid Amount payable at the year end Amount receivable at the year end Transactions with Associates Sale of goods/ services Reimbursements paid Amount receivable Amount payable Year ended Year ended June 30, 2009 June 30, 2008 201,837 125,771 209,630 156,578 47,146

Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
Particulars
June 30, 2009 June 30, 2008

73,484 181,862 26,009 250,000 170,000 7,381 446

22,420 61,307 17,352 12,326 2,565

B/G & B/D given by Bankers (including counter guarantees issued by them) Letters of Credit issued by Bankers Guarantee given to third party for Office rentals Contingent Liabilities not provided for: Income Tax Demand for Assessment Year. 2005-2006 (Paid under protest Rs.1,358 thousand) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)

1,109,414 47,817 582

723,740 46,288 1,211

2,716

2,716

153,752

431,934 61,394 78,957 13,686

308,886 11,542 22,561 -

NOTE AA - SEGMENT REPORTING Business segments


Particulars
June 30, 2009 June 30, 2008

The directors are covered under the Group's gratuity policy along with other employees of the Group. Proportionate amount of gratuity is not included in the aforementioned disclosures as it cannot be separately ascertained. NOTE Y - EARNINGS PER SHARE The basic earnings per share for the year ended June 30, 2009 and June 30, 2008 have been calculated using the net results attributable to shareholders of Rolta as the numerator. Calculation of basic and diluted EPS is as follows:
Particulars
June 30, 2009 June 30, 2008

Profit attributable to shareholders of Rolta, for basic and dilutive

1,899,030

1,759,246

Weighted average number of shares outstanding during the year for Basic 160,958,594 160,410,264 Effect of dilutive potential ordinary shares: Employee stock Options Weighted average number of shares outstanding during the year for dilutive Basic EPS, in Rs. Diluted earnings per share, in Rs. 392,486 2,117,233

Segment Revenue Geospatial / GIS 6,195,497 5,305,524 Engineering Design 3,915,312 3,477,003 Enterprise Information & Communication Technology 3,617,320 1,939,617 Less: Inter segment revenue Net revenue from operations 13,728,129 10,722,144 Segment results before tax, interest & depreciation Geospatial / GIS 2,469,437 1,947,038 Engineering Design 1,487,309 1,357,705 Enterprise Information & Communication Technology 526,929 417,754 TOTAL 4,483,675 3,722,497 Add : Other Income (not allocable) 217,611 219,212 Less: Interest (not allocable) 625,231 500,055 Less: Depreciation (not allocable) 1,939,041 1,341,506 Total Profit before tax 2,137,014 2,100,148 Segment Assets and Liabilities
June 30, 2009 June 30, 2008

161,351,080 162,527,498 11.80 11.77 10.97 10.82

The effect of conversion option of FCCBs is anti dilutive in nature NOTE Z - COMMITMENTS AND CONTINGENCIES A summary of the contingencies existing as at year ended is as follows:

Segment assets Unallocated Total Segment liabilities Unallocated Total Capital expenditure Unallocated Total

26,600,664 22,223,586 26,600,664 22,223,586 12,408,154 12,408,154 6,636,237 6,636,237 9,446,556 9,446,556 3,270,238 3,270,238

117

Notes to Consolidated Financial Statements


The Group does not track most assets and liabilities by business segment, as these are invariably used for all business segments. The Group's buildings and IT infrastructure are its principal noncurrent assets, and these are used for all the segments depending on the requirements for that period. The only assets which are specifically tracked are the receivables relating to these business segments. In view of this, management believes that it is currently not practicable to provide segment disclosures relating to total assets and liabilities Geographical segments - segment revenue
Geographical segments India Americas Europe / Middle East Total June 30, 2009 7,557,289 4,342,423 1,828,417 13,728,129 June 30, 2008 5,927,896 2,446,879 2,347,369 10,722,144

Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
NOTE CC - OTHER FINANCIAL LIABILITIES Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs. The directors consider that the carrying amount of trade payables approximates to their fair value. Given below is the summary of financial liabilities as categorised in IAS 39:
Particulars
June 30, 2009 June 30, 2008

Description of business segments Geospatial/GIS Segment Under this segment the company provides Geo Spatial services for Asset management and Facilities Management and Geographic Information Systems (GIS). The solutions offered by the company provide advanced capabilities in applications such as mapping, surveying, image processing digital photogrammetry etc. Engineering Design Under this segment the company provides design automation tools and engineering services for Plant Design Automation and Mechanical Design Automation. Enterprise Information & Communication Technology The company offers end to-end eSecurity services and solutions. Rolta offers networking infrastructure services using sophisticated software such as CA-Unicenter TNG. NOTE BB -OTHER FINANCIAL ASSETS Trade receivables comprise amounts receivable from the rendering of services and implementation of IT solutions. Other current assets include unbilled income, prepayments, accrued interest and deposits and advances receivable in cash and kind. The directors consider that the carrying amount of trade and other receivables approximates their fair value. Bank balances and cash comprise cash and short-term deposits held by the group treasury function. The carrying amount of these assets approximates their fair value. The investments in short term included investment in daily dividend plan of reputed mutual funds, where the carrying value represents fair value. The fair values of these securities are based on quoted market prices. Long term investments represent investments in listed equity securities which present the Group with opportunity for return through dividend income and trading gains. The fair values of these securities are based on quoted market prices. GivenbelowisthesummaryoffinancialassetsascategorisedinIAS39:
Particulars
June 30, 2009 June 30, 2008

Non current liabilities Borrowings: Financial liabilities at amortised cost Current liabilities Borrowings: Financial liabilities at amortised cost Financial liabilities at fair value through profit and loss account Trade payables: Financial liabilities at amortised cost

9,833,050 8,862 586,174

6,775,217 470,231

Non current assets Available for sale Held to maturity Current assets Available for sale Loans and receivables

354,171 7,414,542

2,822,852 7,747,307

NOTE DD-RISKMANAGEMENTOBJECTIVESANDPOLICIES The Group is exposed to a variety of financial risks which results from the Group's operating and investing activities. The Group's risk management is coordinated its parent company, in close cooperation with the board of directors and the core management team of the subsidiaries, and focuses on actively securing the Group's short to medium term cash flows by minimising the exposure to financial markets. The Group does not actively engage in the trading of financial assets for speculative purposes nor does it write options. Financial assets that potentially subject the Group to concentrations of credit risk consist principally of cash equivalents, accounts receivables, other receivables, investment securities and deposits. By their nature, all such financial instruments involve risk including the credit risk of nonperformance by counter parties. The Group's cash equivalents and deposits are invested with banks, whereas investment securities represent investments in liquid debt funds traded actively on various stock exchanges. The Group's trade and other receivables are actively monitored to review credit worthiness of the customers to whom credit terms are granted and also avoid significant concentrations of credit risks. The Group's interest-rate risk arises from long-term borrowings. Borrowings obtained at variable rates expose the Group to cash flow interest-rate risk. Borrowings issued at fixed rates expose the Group to fair value interest-rate risk. Foreign Currency sensitivity The overseas entities of the Group operate in different countries. The functional currency of such entities is the currency being used in that particular country. The bulk of contributions to the Group's assets, liabilities, income and expenses in foreign currency are denominated in US Dollar and Pound Sterling. Apart, from these two currencies, foreign currency transactions are entered into by entities in Euro, Saudi Riyal, Canadian Dollar, Australian Dollar and UAE Dirhams as applicable in the country

118

Notes to Consolidated Financial Statements


in which the particular entity operates. However, the size of these entities relative to the total Group and, the volume of transactions in such currencies are not material. Thus, the foreign currency sensitivity analysis has been performed only in relation to US Dollar (USD) and Pound Sterling (GBP). US Dollar conversion rate was Rs. 42.85 at the beginning of the year and scaled to a high of Rs. 52.06 and to low of Rs. 41.89. The closing rate is Rs. 47.87. Considering the volatility in direction of strengthening dollar upto 10%, the sensitivity analysis has been disclosed at 10% movements on strengthening and weakening effect forpresentingcomparablemovement duetocurrencyfluctuations. Foreign currency denominated financial assets and liabilities, translated into USD at the closing rate, are as follows.
Nominal amounts Short term exposure Financial assets Financial liabilities Net short term exposure Long term exposure Financial assets Financial liabilities Net Long term exposure
June 30,2009 June 30,2008

Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
If the INR had strengthened against the GBP by 10% (2008: 5%) then this would have had the following impact:
June 30,2009 June 30,2008

Net results for the year Equity

GBP 444 -

GBP (90) -

If the INR had weakened against the GBP by 10% (2008: 5%) then this would have had the following impact:
June 30,2009 June 30,2008

Net results for the year Equity

GBP (364) -

GBP 82 -

USD

INR

USD

INR

16,561 792,794 11,918 570,538 4,643 222,256

39,786 1,704,821 32,451 1,390,527 7,335 314,294

74,832 3,582,188 51,652 2,213,236 5,000 239,350 69,832 3,342,838 51,6522,213,236

If the INR had strengthened against the US Dollar by 10% (2008: 5%) then this would have had the following impact:
June 30,2009 June 30,2008

Net results for the year Equity

USD 998 -

USD 260 -

Interest rate sensitivity The Group's policy is to minimise interest rate cash flow risk exposures on long-term borrowing. The Group, on June 28, 2007 issued 'Zero coupon convertible bonds due 2012' (the Bonds). The bonds are convertible at any time on and after August 8, 2007 and up to the close of business on June 22, 2012 by the holders of the Bonds (the Bondholders) into newly issued, ordinary shares of Rs.10 each of the Group (the Shares) at the option of the Bondholder, at an initial conversion price of Rs.737.40 per share with a fixed rate of exchange on conversion of Rs.40.75 to USD 1.00. Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed in US dollars on 29 June 2012 at 139.391 per cent of their principal amount. Since, there is no interest rate cash outflow associated with the Bonds; an interest rate sensitivity analysis has not been performed. The Company has also borrowed USD 53 million. In case of LIBOR / Benchmark prime lending rate (BPLR) increases by 150 basis points then such increase shall have the following impact:
June 30,2009 June 30,2008

If the INR had weakened against the US Dollar by 10% (2008: 5%) then this would have had the following impact:
June 30,2009 June 30,2008

Net results for the year Equity

(57,150) -

Net results for the year Equity

USD (817) -

USD (235) -

In case of LIBOR / Benchmark prime lending rate (BPLR) decreases by 150basis points then suchdecrease shallhave thefollowingimpact:
June 30,2009 June 30,2008

Pound conversion rate was Rs. 85.50 at the beginning of the year and scaled to a high of Rs. 86.53 and to low of Rs. 67.61. The closing rate is Rs. 72.86. Considering the volatility in direction of strengthening dollar upto 10%, the sensitivity analysis has been disclosed at 10% movements on strengthening and weakening effect for presenting comparablemovement duetocurrencyfluctuations. Foreign currency denominated financial assets and liabilities, translated into GBP at the closing rate, are as follows.
Nominal amounts Short term exposure Financial assets Financial liabilities Net short term exposure Long term exposure Financial assets Financial liabilities Net Long term exposure
June 30,2009 June 30,2008

Net results for the year Equity

57,150 -

The bank deposits are placed on fixed rate of interest of approximately 11%. AS the the interest rate does not vary unless such deposits are withdrawn and renewed,sensitivityanalysis is notperformed. Credit risk analysis The Group's exposure to credit risk is limited to the carrying amount of financial assets recognised at the balance sheet date, as summarised below:
June 30,2009 June 30,2008

GBP

INR

GBP

INR

3,021 220,112 2,823 224,722 7,632 556,076 6,462 514,428 (4,611) (335,964) (3,639) (289,706) 48 3,512 1,535 111,827 (1,487) (108,315) 62 62 4,957 4,957

Cash & cash equivalents Highly liquid investments Trade receivables Unbilled revenues Deposits and advances recoverable in cash and kind Other receivables Total

1,324,661 354,171 5,950,948 731,599

2,519,632 2,822,853 5,017,796 773,943

315,112 56,671 6,421 84,461 8,682,912 11,275,356

119

Notes to Consolidated Financial Statements


The Group continuously monitors defaults of customers and other counterparties, identified either individually or by the Group, and incorporates' this information into its credit risk controls. The Group's policy is to deal only with creditworthy counterparties. The Group's management considers that all the above 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. None of the Group's financial assets are secured by collateral or other credit enhancements. In respect of trade and other receivables, the Group's exposure to any significant credit risk exposure any single counterparty or any groups of counterparties having similar characteristics is considered to be negligible. 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. Liquidity risk analysis The Group manages its liquidity needs by carefully monitoring scheduled debt servicing payments for long-term financial liabilities as well as cash-outflows due in day-to-day business. Liquidity needs are monitored in various time bands, on a day-today and week-to-week basis, as well as on the basis of a rolling 30day projection. Long-term liquidity needs for a 180-day and a 360-day lookout period are identified monthly The Group maintains cash and marketable securities to meet its liquidity requirements for up to 30-day periods. Funding in regards to long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities and the ability to sell long-term financial assets. As at 30 June 2009, the Group's liabilities have contractual maturities which are summarised below:
Current Within 6 months
2009 Trade payable 586,174 470,232 Other short term liabilities. 1,092,991 1,544,068 Employee benefit obligations Liability of financial instrument. -

Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
NOTE EE - CAPITAL MANAGEMENT POLICIES AND PROCEDURES The Group's capital management objectives are: l to ensure the Group's abilityto continue asagoingconcern; and l to provide an adequate return to shareholders. bypricingproducts and services commensuratelywiththelevelof risk. The Group monitors capital on the basis of the carrying amount of equity plus its subordinated loan, less cash and cash equivalents as presented on the face of the balance sheet. Capital for the reporting periods under review is summarised as follows: The Group's goal in capital management is to maintain a capitalto-overall financing structure ratio as low as possible. The Group sets the amount of capital in proportion to its overall financing structure, i.e. equity and financial liabilities other than its subordinated loan. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
June 30, 2009 June 30,2008

Total equity Add Subordinated loan Less Cash & cash equivalents Capital Total equity Add Borrowings Overall financing Capital to overall financing ratio

14,192,512 6,023,081 (1,324,661) 18,890,932 14,192,512 3,809,969 18,002,481 1.05:1

12,777,030 6,775,217 (2,519,632) 17,032,615 12,777,030 12,777,030 1.33:1

6 to 12 months
-

Non Current More than 1to 5 years 5 years


2009 142,401 2008 101,512 2009 2008 -

2008 2009 2008

NOTE FF - POST REPORTING EVENTS No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation. NOTEGG-AUTHORISATIONOFFINANCIALSTATEMENTS The consolidated financial statements for the year ended 30 June 2009 (including comparatives) were approved by the board of directors on August 3, 2009

- 1,947,826 8,959,231 1,589,284

The above contractual maturities reflect the gross cash out flows, not discounted at the current values thereby these values will differ to the carrying values of the liabilities at the balance sheet date.
For and on behalf of Board of Directors

K K Singh
Chairman & Managing Director

R.R.Kumar
Director

K.R.Modi
Director

Atul D. Tayal
Jt. Managing Director

Hiranya Ashar
Director - Finance & Chief Financial Officer

Dharmesh Desai
Executive Vice President Legal & Company Secretary

Mumbai, Date: August 03, 2009

120

Auditors Report on the Abridged Accounts


To The Members of ROLTA INDIA LIMITED
We have examined the attached abridged Balance Sheet of Rolta India Limited (the Company) as at June 30,2009 and related abridged Profit and Loss Account for the year ended on that date annexed thereto and the abridged Cash Flow Statement for the year ended on the date ,together with the significant accounting policies and notes thereon. These abridged financial statements have been prepared by the Company pursuant to Rule 7A of the Companies (Central Government's) General Rules and Forms 1956 and are based on the audited accounts of the Company for the year ended June 30,2009 prepared in accordance with Schedule VI of the Companies Act,1956 and is covered by our report of even date to the members of the Company which report is attached. For KHANDELWAL JAIN & CO. Chartered Accountants,

(SHIVRATAN AGARWAL) PARTNER Membership No.104180 Place: Mumbai Date: August 03, 2009

Auditors' Report
To The Members of ROLTA INDIA LIMITED

1. We have audited the attached Balance Sheet of ROLTA INDIA LIMITED, as at 30th June, 2009, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as considered appropriate and according to the information and explanations given to us during the course of audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable to the Company. 4. Further to our comments in the Annexure referred to in paragraph 3 above we report that:(a)We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; (b)In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; (c)The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d)In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; (e)On the basis of written representations received from the directors, as on 30th June, 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30th June, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; 5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the Significant Accounting Policies and other notes appearing in Schedule 'R' give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:(i) in the case of Balance Sheet, of the state of affairs of the Company as at 30th June, 2009; (ii)in the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date; and (iii)in case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For KHANDELWAL JAIN & CO. Chartered Accountants,

(SHIVRATAN AGARWAL) PARTNER Membership No.104180 Place: Mumbai Date: August 03, 2009

121

Annexure to Auditors' Report


ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF ROLTA INDIA LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 30TH JUNE 2009 (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets except in case of furniture and fixtures and electrical installation for which quantitative records with item wise break-up of value is not available. (b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification. (c) During the year, the Company has not disposed of any substantial part of the Fixed Assets. (ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. (b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. (c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material in relation to the operation of the company and the nature of its business. (iii) (a) The Company has granted loans to its 4 wholly owned subsidiaries. The maximum amount involved during the year was Rs.18862.48 lacs and the year-end balance of loans granted to such parties was Rs.3083.96 lacs. (b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions are not prima facie prejudicial to the interest of the company. (c) The said loans given to the wholly owned subsidiaries of the company are repayable on demand and there is no repayment schedule. (d) In respect of the loan given by the Company, the same is repayable on demand and therefore the question of overdue amount does not arise. (e) The Company has not taken loan from any company covered in the register maintained under section 301 of the Companies Act, 1956. Hence provisions of clause 4 (iii) (f), (g) are not applicable to the company (iv) In our opinion and according to the information and explanations given to us, there exist an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the Company. (v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered. (b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time. (vi) According to information and explanations given to us, the Company has not accepted any deposits from public covered by the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules framed there under. (vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business. (viii) According to information and explanations given to us the Central Government has not prescribed the maintenance of cost records for the products of the Company. (ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and cess were in arrears, as at 30th June, 2009 for a period of more than six months from the date they became payable. (c) According to the information and explanation given to us, there are no dues of sale tax, customs duty, wealth duty, service tax, excise duty and cess which have not been deposited on account of any dispute. (x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year. (xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders. (xii) As per the information and explanation given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. (xiii) In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company. (xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company. (xv) In our opinion, the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the company. (xvi) In our opinion and according to the information and explanations given to us, the term loans raised during the year are applied for the purpose for which the loans were obtained. (xvii)According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment. (xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956. (xix) According to the information and explanations given to us, the Company has not issued any debentures. (xx) The company has not raised any money by public issue during the year covered by our audit. (xxi) As per the Information and explanation given to us, during the year the company has provided Rs. 20,378,430/- as doubtful debts for the misappropriation of receipts by an employee in collusion with other parties. The Company has taken necessary steps including lodging of complaint with appropriate authorities, termination of employee & also filing of claim under fidelity and other insurance cover.

For KHANDELWAL JAIN & CO. Chartered Accountants,

(SHIVRATAN AGARWAL) Partner Membership No.104180 Place : Mumbai Date : August 03, 2009

122

Rolta India Limited

Abridged Balance Sheet


As at 30th June 2009
(Statement containing salient features of Balance Sheet as per section 219(1)(b)(iv) of the Companies Act, 1956) (Amount in Rs.)

SOURCES OF FUNDS SHAREHOLDERS' FUNDS Share Capital Equity Reserves & Surplus Share premium account General reserve Surplus in profit and loss LOAN FUNDS Secured Loans Unsecured Loan DEFERRED TAX LIABILITY TOTAL APPLICATION OF FUNDS FIXED ASSETS Net Block (Original cost less depreciation/amortisation) Capital Work In Progress INVESTMENTS Investment in subsidiary companies and Jv's -(Unquoted) Investment in Mutual Fund (Debt Fund) FOREIGN CURRENCY MONETARY ITEM TRANSALATION DIFFERENCE ACCOUNT CURRENT ASSETS, LOANS AND ADVANCES (a) Inventories (b) Sundry Debtors (c) Cash & Bank Balances (d) Other current assets (e) Loans & Advances - To Subsidiary companies - To Others LESS : CURRENT LIABILITIES AND PROVISIONS Current liabilities Provisions NET CURRENT ASSETS TOTAL

30th June 2009

30th June 2008

1,610,066,150 2,577,045,870 1,799,879,674 10,282,265,727 3,537,110,000 6,109,037,181 478,949,574 26,394,354,176 11,875,938,095 2,793,142,947 14,669,081,042 4,924,433,089 207,585,945 154,319,555 104,523,579 5,865,949,505 1,210,942,109 175,120,891 308,398,176 905,487,807 8,570,422,067 1,192,165,874 939,321,648 2,131,487,522 6,438,934,545 26,394,354,176

1,608,975,510 2,821,829,199 1,112,719,880 7,496,589,401 6,937,936,091 458,626,656 20,436,676,737 6,259,981,153 1,728,401,627 7,988,382,780 3,652,111,089 2,740,796,363 214,187,306 4,933,683,392 2,410,765,478 152,231,276 275,910,117 76,525,469 8,063,303,038 1,137,361,182 870,555,351 2,007,916,533 6,055,386,505 20,436,676,737

Refer Accounting Policies and Notes Compiled from the Audited Accounts of the Company referred to in our Report dated August 03,2009 As per our report of even date For Khandelwal Jain & Co.
Chartered Accountants

For and on behalf of Board of Directors

Shivratan Agarwal
Partner

K K Singh
Chairman & Managing Director

R.R.Kumar
Director

K.R.Modi
Director

M.No.104180

Atul D. Tayal
Jt. Managing Director

Hiranya Ashar
Director - Finance & Chief Financial Officer

Dharmesh Desai
Executive Vice President Legal & Company Secretary

Mumbai, Date: August 03, 2009

Mumbai, Date: August 03, 2009

123

Rolta India Limited

Abridged Profit And Loss Account


For the year Ended 30th June 2009
(Statement containing salient features of Profit and Loss Account as per section 219(1)(b)(iv) of the Companies Act, 1956) (Amount in Rs.)

30th June 2009

30th June 2008

INCOME Sale of IT Solutions & Services Other Income Dividend Interest Exchange Difference Gain/(Loss) Profit on buy back of FCCBs Others TOTAL EXPENDITURE Material Cost Opening stock Material & Subcontracting Cost Less: Closing Stock Salaries,Wages and other employee benefits Managerial remuneration Interest Depreciation/Amortisation Auditors remuneration Provision for Bad and Doubtful Debts Amortisation of Foreign Exchange Fluctuation Other expenses TOTAL PROFIT BEFORE TAX Less : Provision For Taxation PROFIT AFTER TAX Add : Balance brought forward from previous year BALANCE AVAILABLE FOR APPROPRIATION APPROPRIATIONS DIVIDEND ON EQUITY SHARES Dividend Paid Proposed Dividend Income Tax On Proposed / Paid Dividend Transfer to General Reserve BALANCE CARRIED TO BALANCE SHEET EARNINGS PER SHARE ( equity shares,par value Rs.10 each) Basic Diluted (Refer Note No. 18)
Refer Accounting Policies and Notes Compiled from the Audited Accounts of the Company referred to in our Report dated August 03,2009 As per our report of even date For Khandelwal Jain & Co.
Chartered Accountants

9,466,910,919 123,952,179 127,254,386 163,957,984 250,230,851 31,227,417 10,163,533,736 214,187,306 1,417,381,000 (104,523,579) 1,828,564,687 127,455,000 110,953,828 1,792,396,027 2,750,000 22,893,972 125,216,284 510,019,248 6,047,293,773 4,116,239,963 393,000,000 3,723,239,963 7,496,589,401 11,219,829,364 111,605 483,019,845 82,108,191 372,323,996 10,282,265,727 23.13 23.08

8,509,160,260 174,320,186 159,310,395 (301,819,081) 73,092,925 8,614,064,685 202,184,750 2,200,327,543 (214,187,306) 1,321,235,053 151,050,000 1,353,886,101 2,750,000 537,814,131 5,555,060,272 3,059,004,413 429,618,765 2,629,385,648 5,694,973,970 8,324,359,619 90,075 482,692,653 82,048,924 262,938,565 7,496,589,401 16.39 16.19

For and on behalf of Board of Directors

Shivratan Agarwal
Partner

K K Singh
Chairman & Managing Director

R.R.Kumar
Director

K.R.Modi
Director

M.No.104180

Atul D. Tayal
Jt. Managing Director

Hiranya Ashar
Director - Finance & Chief Financial Officer

Dharmesh Desai
Executive Vice President Legal & Company Secretary

Mumbai, Date: August 03, 2009

Mumbai, Date: August 03, 2009

124

Abridged Cash Flow Statement


For the year Ended 30th June 2009
A. CASH FLOW FROM OPERATING ACTIVITIES: Net Profit after tax and extraordinary items Adjustments for : Depreciation Interest Expenses Interest income (net) Dividend Income Provision For Tax Profit on Sale of Investment (net) Profit On Repurchase Of FCCB Profit/Loss on Sale of fixed assets(net) Provision for Bad & Doubtful Debts Amortisation of foreign exchange fluctuation Exchange difference adjustment(net) OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES Adjustments for : Trade and other receivables Inventories Trade payables CASH GENERATED FROM OPERATIONS Taxes paid (net of refunds) NET CASH FROM OPERATING ACTIVITIES B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of fixed assets (including CWIP) Purchase of Intangible Assets Sale of fixed assets Sale/Purchase of Investments (net) Loans & Advances To Subsidiaries Investments in Subsidiary Companies Interest received (net) Dividend Received from Mutual Funds Dividend Received from Joint Venture NET CASH USED IN INVESTING ACTIVITIES C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Secured Loan Dividend and Dividend Tax paid Buy Back of FCCB's Interest paid Proceeds from issue of ESOPs (include Share Premium) Bond Issue Expenses NET CASH FROM FINANCE ACTIVITIES NET INCREASE IN CASH & CASH EQUIVALENTS CASH & CASH EQUIVALENTS(OPENING BALANCE) CASH & CASH EQUIVALENTS(CLOSING BALANCE)

(Amount in Rs.)

30th June 2009


3,723,239,963 1,792,396,027 110,953,828 (127,254,386) (123,952,179) 393,000,000 (4,464,693) (250,230,851) 2,641,469 22,893,972 125,216,284 87,864,804 2,029,064,275 5,752,304,238 (1,867,032,395) 109,663,727 91,420,986 (1,665,947,682) 4,086,356,556 (340,144,458) (340,144,458) 3,746,212,098 (7,569,019,249) (163,272,113) 2,710,054 2,537,675,111 (32,488,060) (1,272,322,000) 137,043,338 83,952,179 40,000,000 (6,235,720,740) 3,537,110,000 (569,223,142) (1,583,668,849) (102,750,838) 8,218,102 1,289,685,273 (1,199,823,369) 2,410,765,478 1,210,942,109

30th June 2008


2,629,385,648 1,353,886,101 (159,310,395) (174,320,186) 429,618,765 (25,330,425) 4,342,154 205,830,184 1,634,716,199 4,264,101,847 (1,105,142,935) (12,002,556) 510,943,265 (606,202,225) 3,657,899,621 (258,692,192) (258,692,192) 3,399,207,429 (3,416,203,355) 8,348,701 (1,787,004,937) 246,008,888 (2,168,138,976) 29,670,990 164,320,186 10,000,000 (6,912,998,503) (471,155,095) 63,430,693 (14,835,753) (422,560,155) (3,936,351,230) 6,347,116,708 2,410,765,478

Figures for the previous years have been regrouped/re-cast wherever necessary. As per our report of even date For Khandelwal Jain & Co.
Chartered Accountants

For and on behalf of Board of Directors

Shivratan Agarwal
Partner

K K Singh
Chairman & Managing Director

R.R.Kumar
Director

K.R.Modi
Director

M.No.104180 Atul D. Tayal


Jt. Managing Director

Hiranya Ashar
Director - Finance & Chief Financial Officer

Dharmesh Desai
Executive Vice President Legal & Company Secretary

Mumbai, Date: August 03, 2009

Mumbai, Date: August 03, 2009

125

Notes to Abridged Balance Sheet As at 30th June 2009


and Abridged Profit and Loss Account for the year ended on that date
SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS 1. SIGNIFICANT ACCOUNTING POLICIES a. Basis of Preparation of Financial Statements The financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis. GAAPcomprisesmandatoryaccountingstandardsissuedby the Institute of Chartered Accountants of India (ICAI), the provisionsoftheCompaniesAct,1956andguidelinesissued by the Securities and Exchange Board of India (SEBI). Accounting policies have been consistently applied except whereanewlyissuedaccountingstandardisinitiallyadopted or a revision of an existing accounting standard requires a changeintheaccountingpolicyhithertoinuse. b. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the management to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to contingent assets and liabilities as at the date of the financial statements and reported amounts of income and expenses during the period. Examples of such estimates include provisions for doubtful debts, future obligations under employee retirement benefit plans, income taxes, post-sales customer support and the useful lives of fixed assets and intangible assets. c. Revenue Recognition i. Revenue from sale of solutions and services is recognized in accordance with the sales contract and when significant risks and rewards in respect of ownership are transferred to the customers. ii. Income from maintenance contract is recognized proportionately over the period of the contract. iii. Dividend on investments held by the Company is accounted for as and when it is declared. d. Fixed Assets, Intangibles, Depreciation, Amortisation and Capital Work in Progress (CWIP) i. All Fixed Assets are stated at cost of acquisition or construction less accumulated depreciation and impairment loss, if any. Where the acquisition of fixed assets are financed through long term foreign currency loans the exchange difference on such loans are added to or subtracted from the cost of such fixed assets. ii. The company provides depreciation on fixed assets on Straight Line Method (SLM), at the rates and in the manner specified in schedule XIV of the Companies Act, 1956 except for computer plant and its related equipments. 126 iii. Depreciation on computer plant and its related equipment is provided on the Straight Line Method (SLM) over the economic useful life of assets, which is ascertained to be 4 years by the management. iv. Leasehold land is amortised over the period of lease. v. Capital Work-in-Progress is stated at cost comprising of direct cost and related incidental expenditure. The advances given for acquiring / construction of fixed assets are shown under CWIP. vi. Intangibles Intellectual Property Rights are amortised over a period of ten years. e. Impairment of Assets The fixed assets are reviewed for impairment at each balance sheet date. In case of any such indication, the recoverable amount of these assets is determined, and if such recoverable amount of the asset or cashgenerating unit to which the asset belongs is less than it's carrying amount, the impairment loss is recognized by writing down such assets to their recoverable amount. An impairment loss is reversed if there is change in the recoverable amount and such loss either no longer exists or has decreased. f. Investments Investments are classified into Current Investment and Long Term Investments. Current Investments are carried at lower of the cost and fair value. Long Term Investments are carried at cost. Provision for diminution is made only if, in the opinion of the management, such a decline is other than temporary. g. Inventories Systems, Software, Peripheral and Spares are valued at lowerof costornetrealisablevalueon first infirst out basis. Finished products are valued at lower of cost or net realisable value. h. Foreign Currency Transactions i. Foreign currency transactions are recorded at the exchange rate prevailing on the date of transaction. ii. All monetary foreign currency assets/liabilities are translated at the rates prevailing on the date of balance sheet. iii. The exchange difference between the rates prevailing on the date of transaction and on the date of settlement as also on translation of monetary items at the end of the year (other than those relating to long term foreign currency monetary items) is recognised as income or expense, as the case may be.

Notes to Abridged Balance Sheet As at 30th June 2009


and Abridged Profit and Loss Account for the year ended on that date
iv. Exchange differences relating to long term foreign currency monetary items, to the extent they are used for financing the acquisition of fixed assets are added to or subtracted from the cost of such fixed assets and the balance is accumulated in 'Foreign Currency Monetary Item Translation Difference Account' and amortised over the balance term of the long term monetary item or 31st March, 2011 whichever is earlier. v. The premium / discount arising at the inception of the contract is amortised as expenses or income over the life of the contract. vi. Gain /loss on cancellation or renewal of forward exchange contract are recognised as income or expenses for the period. i. Employee Benefits 1. Short Term Employee Benefits Short Term Employees Benefits are recognized as an expense at the undiscounted amount in the Profit and Loss Account of the year in which the related services is rendered. 2. Post Employment Benefits Provident Fund The Company contributes monthly at a determined rate. These contributions are remitted to the Government administered/ trust established by the Company for this purpose and is charged to Profit and Loss account on accrual basis. Gratuity The Company provides for gratuity (a defined benefit retirement plan) to all the eligible employees. The benefit is in the form of lump sum payments to vested employees on retirement, on death while in employment, or termination of employment for an equivalent to 15 days salary payable for each completed year of service subject to a maximum of Rs. 500,000/- Vesting occurs on completion of five years of service. Liability in respect of gratuity is determined using the projected unit credit method with actuarial valuations as on the balance sheet date and gains/losses are recognized immediately in the profit and loss account. Leave Encashment Liability in respect of leave encashment is determined using the projected unit credit method with actuarial valuations as on the balance sheet date and gains/losses are recognized immediately in the profit and loss account. j. Borrowing Cost Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue. k. Earnings per Share In accordance with the Accounting Standard 20 (AS-20) Earnings Per Share issued by the Institute of Chartered Accountants of India, basic / diluted earnings per share is computed using the weighted average number of shares outstanding during the period. l. Income Tax Income tax comprises of current tax, fringe benefit tax and deferred tax. Deferred tax assets and liabilities are recognized for the future tax consequences of timing differences, subject to the consideration of prudence. Deferred tax assets and liabilities are measured using the tax rates enacted or substantively enacted by the balance sheet date. The carrying amount of deferred tax asset / liability is reviewed at each balance sheet date. m. Share/Bond Issue Expenses and Premium on Redemption of Bonds Share / Bond issue expenses and premium payable on redemption of bonds are written off to Securities Premium Account. n. Warranty Cost The company accrues the estimated cost of warranties at the time when the revenue is recognised. The accruals are based on the company's historical experience of material usage and service delivery cost. o. Prior Period Items Prior period expenses/income are accounted under the respective heads. Material items, if any, are disclosed separately by way of a note. p. Provisions & Contingent Liabilities The company creates a provision when there is a present obligation as a result of an obligating event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. q. Leases Operating leases: Rental in respect of all operating leases are charged to Profit & Loss Account. r. Other Accounting Policies These are consistent with the generally accepted accounting practices. 2. CONTINGENT LIABILITIES NOT PROVIDED FOR
(Rs. in lacs)

As at 30.06.09

As at 30.06.08

B/G & B/D given by bankers (including counter guarantees issued by them ) ii. Letters of Credit issued by Bankers
i.

17756.53 478.17

17237.40 462.88

127

Notes to Abridged Balance Sheet As at 30th June 2009


and Abridged Profit and Loss Account for the year ended on that date
3. CAPITAL COMMITMENTS
(Rs. in lacs)

8.Managerial Remuneration
a. Managerial remuneration including all benefits but excluding provision for Leave Encashment & Gratuity (includes commission of Rs.1274.55 lacs (Previous year Rs. 1510.50 lacs) to whole time Directors) b. Current Year

(Rs. in lacs) Previous Year

As at 30.06.09

As at 30.06.08

Estimated amount of contracts remaining to be executed on Capital account and not provided for (net of advances).

NIL

1533.75

1672.13

1914.49

4. Interest income is net of interest expenses amounting to Rs.579.03 lacs (previous year Rs.494.50 Lacs.) 5. The outstanding balances as at 30th June, 2009 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. 6. 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. 7. Income Taxes a. In the current financial year, the Company, in addition to the provision made for the previous year ended 31st March, 2009, has estimated the Income Tax provision for the subsequent three months period ended 30th June, 2009, the ultimate liability for which will be determined on the basis of figures for the previous year ending 31st March, 2010. 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.356.88 lacs is carried forward and shown under Provision for Income Tax (net of advance tax & credit for MAT) in the Balance Sheet as on 30th June 2009. c. Income Tax Provision as at 30th June 2009 includes Rs. 209.75 lacs (previous year Rs. Nil) excess provision for earlier year written back, Rs.4180.40 lacs (previous year Rs. Rs.3277.11 lacs) towards Current Income Tax, Rs.8.00 lacs (previous year Rs. 8.00 lacs) towards Wealth Tax, Rs. 203.23 lacs (previous year Rs. 1126.79 lacs) recognised and charged to Profit & Loss Account on account of Deferred Tax, Rs.105.00 lacs (previous year Rs. 118.17 lacs) on account of Fringe Benefit Tax and Rs.356.88 lacs (previous year Rs. 233.90 lacs) towards MAT credit. d. The break up of Deferred Tax Liability components as at 30.06.09 is as under:
(Rs. in lacs)

Computation of net profit in accordance with Section 198 of the Companies Act, 1956, in respect of commission payable to whole time Directors: (Rs. in lacs) 2008 - 09 41162.40 17923.96 1672.13 11.00 26.41 17923.96 42871.94 4287.19 1274.55 2007 - 08 30590.04 13538.86 1914.49 10.80 43.42 13538.86 32558.76 3255.87 1510.50 (Rs. in lacs) Previous Year

Profit before tax as per Profit & Loss account Add: Depreciation as per Accounts Managerial Remuneration charged in the Accounts Directors Sitting Fees Loss On Sale Of Assets Less: Depreciation under Section 350 of the Companies Act, 1956 Net Profit u/s. 349 Maximum Permissible Managerial Remuneration (10%) Commission provided for Whole Time Directors

AUDITORS REMUNERATION:(Net of Service Tax) Current Year Audit fees & Limited Review 18.75 Tax Audit Fees 5.00 Other Matters 3.75 Total 27.50

18.75 5.00 3.75 27.50

Deferred Tax Liabilities / ( Assets )

Current Year

Previous Year

a. Fixed Assets b. Others Deferred Tax Liability Net

5345.09 (555.59) 4789.50

4931.30 (345.03) 4586.27

10.Out of total 161,006,615 (P. Y. 160,897,551) 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., persuant to Scheme of Amalgamation. 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, pursuant to Scheme of Arrangement. c. 1,105,968 (P. Y. 996,904) equity shares issued pursuant to Employee Stock 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 priceof US $ 5.60 per Share (inclusive of premium). 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. 11. 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 the fixed assets of the Company.

128

Notes to Abridged Balance Sheet As at 30th June 2009


and Abridged Profit and Loss Account for the year ended on that date
b. Rupee term loan is secured by floating charge on the current assets of the Company. c. Instalments falling due within one year on above loans Rs. Nil 12.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 can be mandatorily converted into Shares, in whole but not in part, at the option of the Company on or at any time after 28th, 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 defined in the 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 June 2009, the Company has bought back and cancelled 38310 FCCBs of the face value of US$ 1000 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. 2502.31 lacs on the said buyback, which is disclosed under 'Other Income' and has also reversed by crediting to Securities Premium Account the premium payable on redemption aggregating to Rs. 1303.88 lacs provided till 30th June, 2008. 13. In line with the notification dated 31st March, 2009 issued by The Ministry of Corporate Affairs, amending Accounting Standard (AS) 11 The Effects of Changes in Foreign Exchange Rates', the Company has chosen to exercise the option inserted in the standard by the notification. Accordingly with retrospective effect from 01st July 2007 exchange differences on all long term monetary items are: (i) to the extent such items are used for financing fixed assets, added to/subtracted from the cost of those fixed assets and depreciated over the balance useful life of the asset. (ii) in other cases accumulated in the 'Foreign Currency Monetary Item Translation difference Account' and amortised over the balance period of such long term monetary item but not beyond 31st March, 2011. Arising from the above the Company has: (i) adjusted to the opening General Reserve Rs. 3148.35 lacs (net of depreciation amounting to Rs. 1.99 lacs) which was recognized in the Profit and Loss Account in previous financial year ended 30th June, 2008. (ii) added to fixed assets and capital work-in-progress Rs.7461.54 lacs (incl. Rs. 2207.49 lacs for the period up to 30th June 2008) being the exchange differences on long term monetary items relatable to the acquisition of fixed assets. (iii) Charged to the Profit and Loss Account Rs. 1252.16 lacs. (iv) Carried forward Rs. 1543.19 lacs in the 'Foreign Currency Monetary Item Translation Difference Account' being the amount remaining to be amortised. As a result of the above change in Accounting Policy, the net profit before tax for the year, general reserve, net block of fixed assets and depreciation are higher by Rs. 5536.57 lacs Rs. 3148.35 lacs, Rs. 7143.72 lacs and 317.82 lacs respectively. 14. The disclosure pursuant to The Micro, Small and Medium Enterprise Development Act, 2006, (MSMED Act) as at 30-6 2009 is as under :
(Rs. in lacs)

Particulars Principal amount due to suppliers under MSMED Act, 2006 Interest accrued and due to suppliers under MSMED Act, on the above amount Payment made to suppliers (other than interest) beyond the appointed day, during the year Interest paid to suppliers under MSMED Act, (Other than Section 16) Interest paid to suppliers under MSMED Act, (Section 16) Interest due and payable to suppliers under MSMED Act, for payments already made Interest accrued and remaining unpaid at the end of the year to suppliers under MSMED Act.

NIL NIL NIL NIL NIL NIL NIL

The information has been given in respect of such vendors to the extent they could be identified as "Micro, Small and Medium" enterprises on the basis of information available with the Company. 15.There are no amounts due and outstanding to be credited to Investor Education and Protection Fund. 16.Employee Benefits i. Disclosure relating to Employee Benefits in accordance with provision of Accounting Standard (AS)-15 (Previous Year figures are given in brackets) 129

Notes to Abridged Balance Sheet As at 30th June 2009


and Abridged Profit and Loss Account for the year ended on that date
a. Expenses recognised in the Statement of Profit & Loss A/c. for the year ended 30th June 2009
(Rs. in lacs) Particulars Current Service Cost Interest Cost Expected return on plan Asset Net actuarial (gain) loss recognised in the year Expenses Recognised in the income statement Gratuity 82.19 (56.19) 30.22 (24.12) (-) 60.93 (49.88) 173.35 (130.18) Leave Encashment 254.51 (76.35) 50.99 (35.99) (-) 167.41 (203.76) 472.92 (316.11)

(ESOP - 2000). These options were granted at an exercise price of Rs. 111.35, which was the closing market price on the date of the grant of options. These options are available for exercise over a period of 4 years in the following manner, 25% of the options in each of the years following the end of 2nd, 3rd, 4th and 5th year after the grant of the options. Out of these options a total of 457,409 numbers of options were exercised by eligible employees. 365,272 numbers of options had lapsed due to non-exercise of options and cessation of employment.
2008-2009 Number of Price Options 162,812 111.35 39,307 111.35 34,686 88,819 111.35 2007-2008 Number of Price Options 395,927 111.35 141,155 111.35 91,960 -162,812 111.35

b. Net Receipt / Liability Recognised in the Balance Sheet


Particulars Movements in the liability recognized Opening net liability Expense as above Contribution paid Closing net Liability Gratuity 377.76 (301.49) 173.35 (130.18) 48.88 (53.92) 502.23 (377.76) (Rs. in lacs) Leave Encashment 637.36 (449.88) 472.92 (316.11) 188.50 (128.63) 921.78 (637.36)

Outstanding at July 1 Exercised Lapsed Outstanding as at June 30

The options and price are entitled for 1:1 bonus issue adjustment. ESOP 2006 On April 24, 2006, the Company granted further 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. These options became available for exercise on April 24, 2008 (50%), April 24, 2009 (25%) and balance 25% shall become available for exercise on April 24, 2010. Out of these options a total of 204,338 options were exercised by eligible employees. Out of the options granted, 204500 numbers of options had lapsed due to cessation of employment.
2008-2009 Number of Price Options 508,888 252.30 15,225 252.30 50,000 443,663 252.30 2007-2008 Number of Price Options 760,000 252.30 189,112 252.30 62,000 -508,888 252.30

c. Recalculation of Opening and Closing Balances of Defined Benefit Obligation


(Rs. in lacs) Particulars Liability at the beginning of the period Interest Cost Current Service Cost Benefit Paid Actuarial (Gain / Loss on Obligations) Liability at the end of the period Gratuity 377.76 (301.49) 30.22 (24.12) 82.19 (56.19) 48.88 (53.92) 60.93 (49.88) 502.23 (377.76) Leave Encashment 637.36 (449.88) 50.99 (35.99) 254.51 (76.35) 188.50 (128.63) 167.41 (203.76) 921.78 (637.36)

d. Actuarial assumption
Particulars Discount Rate Rate of increase in Salary Rate of Return on Plan Assets June 30, 2009 8.00% 5.00% 8.00% June 30, 2008 8.00% 5.00% 8.00%

Outstanding at July 1 Exercised Lapsed Outstanding as at June 30

The options and price are entitled for 1:1 bonus issue adjustment. 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. Out of the options granted

17.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 2003 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 130

Notes to Abridged Balance Sheet As at 30th June 2009


and Abridged Profit and Loss Account for the year ended on that date
161,250 options lapsed on account of cessation of employment and 245,000 options were surrendered as per the provisions of ESOP Plan amended on 15/06/2009 (approval given by shareholders through Postal Ballot). On 23rd July 2007 125000 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 first 50% of these options shall become available for exercise on 23/07/2009.
2008-2009 Number of Price Options 1,365,000 419.70 125,000 481.45 343,750 1,021,250 419.70 125,000 481.45 2007-2008 Number of Price Options 1,427,500 419.70 125,000 481.45 62,500 -1,365,000 419.70 125,000 481.45

stock options available under the Employee Stock Options Plan 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. Fringe Benefit Tax (FBT) on exercise of the stock options are paid by the company and is being recovered from the employees. Consequently, there is no impact of FBT on Profit and Loss Account. 18.Earning Per Share EPS
For the Year ended June 30, 2009 1. 2. Net Profit artributable to Equity Shareholders Weighted Avg. Number of Equity Shares / Basic EPS EPS (Rs.) basic Weighted Avg. Number of Equity Shares for Diluted EPS 3. EPS (Rs.) diluted 161,351,080 23.08 162,423,360 16.19 3,723,239,963 160,958,594 23.13 For the Year ended June 30, 2008 2,629,385,648 160,410,264 16.39

Outstanding at July 1 Granted Exercised Lapsed Outstanding as at June 30

The options and price are entitled for 1:1 bonus issue adjustment. ESOP 2008 a. On January 31, 2008, the Company granted further 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 on the date of the grant of options. The first 50% of these options shall become available for exercise on 31/01/2010. b. On 30th April 2008, the Company further 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 shall become available for exercise on 30/04/2010. Out of the above options granted 150000 options lapsed on account of cessation of employment. granted further c. . On June 27, 2008, the Company 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 first 50% of these options shall become available for exercise on 27/06/2010. Out of the options granted 42,500 options lapsed on account of cessation of employment and 180,000 options were surrendered as per the provisions of ESOP Plan amended on 15/06/2009 (approval given by shareholder through Postal Ballot). d. Further on November 3, 2008, the Company granted further 120,000 stock options out of the balance and lapsed

Reconciliation of Weighted Average Nos. of equity shares outstanding during the period.
For the Year ended June 30, 2009 Weighted Nos of shares for Basic Earnings Per Share Adjusted on account of ESOPs Weighted Nos of shares for Diluted Earnings Per Share 160,958,594 392,486 161,351,080 For the Year ended June 30, 2008 160,410,264 2,013,095 162,423,360

19.The future obligation on account of non cancellable Operating Lease payable as per the rental status in respective agreement is as follows:
(Rs in Lacs)

Upto 1 year Later than 1 years not later than 5 years Later than 5 years

914.62 982.37 NIL

20.As required by Accounting Standard 29 Provisions, Contingent Liabilities and Contingent Assets issued by Institute of Chartered Accountants of India the disclosure with respect to provision for warranty and maintenance expense is as follows:
(Rs in Lacs)

2008 - 2009 a. Amount at the beginning of the year b. Additional provision made during the year c. Amount used d. Unused amount reversed during the year e. Amount at the end of the year 96.97 46.59 22.80 74.17 46.59

2007 - 2008 69.97 96.97 20.01 49.96 96.97

131

Notes to Abridged Balance Sheet As at 30th June 2009


and Abridged Profit and Loss Account for the year ended on that date
21.Related Party Disclosures
i. List of Related Parties and relationships Party Relation a Rolta International Inc. USA Subsidiary Rolta Middle East FZ LLC Subsidiary Rolta Saudi Arabia Ltd. Subsidiary Rolta UK Ltd Subsidiary Rolta Thales Limited Subsidiary b Rolta Benelux BV (Formerly Rolta Europe 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 (w.e.f 28.12.08) International Inc Shaw Rolta Limited Joint Venture Company (Formerly Stone & Webster Rolta Limited) e d Key Management Personnel Mr. K K Singh Chairman & Managing Director Mr. A D Tayal Jt. Managing Director Dr. Aditya Singh Jt. Managing Director Mr. A.P.Singh Jt. Managing Director Mrs.Preetha Pulsani Jt. Managing Director (upto 17.12.2008) 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 Infotech Hongkong Company controlled by Mr. K K Singh Rolta Holding & Finance Company controlled by Corporation Ltd Mr. K K Singh Kanga & Company (Solicitor) Firm in which Mr. K R Modi, is a partner
(Rs in Lacs)
Key Management Personnel Enterprises over which significant influence exercised by Key Mgmt. Personnel Total

ii.Disclosures required for related parties transactions (Previous year figures in brackets)
Transactions Subsidiaries Sub-Subsidiaries Joint Venture

I Transactions during the year Sale of Goods/ Services Receipt of Dividend Interest Income Material Purchases Reimbursements Lease Rent/Maintenance/ Business Centre Fees Technical Fees Professional Fees Remuneration incl. commission Short Term Loan (net of repayment) Share Application Money Equity Contribution During The Period Refundable Security Deposit II Amounts Receivable/ Unbilled Revenue/ Loans to Subsidaries/Accured Interest Amounts Payable

5097.83 (10696.38)

2377.65 (454.70)

2329.62 (2284.49) 400.00 (-)

406.99 (-) 541.91 (-) 11.83 (108.94) 0.31 (-)

2497.39 (-) -(2.43)

1700.00 (-) 734.84 (224.20) 1818.62 (613.07) 53.22 (27.18) 1672.13 (1914.49)

1518.86 (3654.06) -(1134.16) 12723.22 (-) 2500.00 (-) 4.46 (30.27) 59.35 (104.28)

8789.17 (10980.32) 65.11 (4.33)

2339.83 (27.70) 12.01 (-)

200.06 (265.86) 1.21 (-)

9805.10 (13435.57) 400.00 (-) 406.99 (-) 3039.30 (-) 1711.83 (111.37) 735.15 (224.20) 1818.62 (613.07) 53.22 (27.18) 1672.13 (1914.49) 1518.86 (3654.06) -(1134.16) 12723.22 (-) 2500.00 (-) 11333.52 (11304.15) 1395.40 (1674.39)

1257.71 (1565.78)

Notes: Related party relationship is as identified by the Company on the basis of information available. No amount has been written off or written back during the year in respect of debts due from or to related parties.

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 normal course of business and at rates agreed between the parties.

132

Notes to Abridged Balance Sheet As at 30th June 2009


and Abridged Profit and Loss Account for the year ended on that date
22.Disclosure required by Accounting Standard 27 Financial Reporting of interest in Joint Venture (AS 27) for jointly controlled entity:
a
Jointly controlled entity Shaw Rolta Limited (formerly Stone & Webster Rolta Ltd. Country of Incorporation India Ownership Interest (%) 50%

b.

Rolta India Ltd.'s share in assets, liabilities, income, expenses, contingent liabilities and capital commitments of jointly controlled entity are as under: (Rs.in Lacs)
30.06.2009 15.57 32.32 1465.85 1372.23 646.39 NIL 4956.29 3411.07 13.58 NIL 30.06.2008 20.80 18.78 754.57 980.12 602.96 NIL 3507.63 2756.74 13.58 0.85

Notes: i. Under the new Industrial Policy, no specific license is necessary for the manufacture of products mentioned above. The company has filed a memorandum with the Secretariat for Industrial Approvals (SIA), for a total annual capacity of Rs.1500 crores within the above class of goods, which has been acknowledged by SIA. ii. Further, System Integration & Engineering Software Services cannot be expressed in any generic unit and hence it is not practicable to give quantitative details of above items. b. Opening and Closing Stock of Goods
Products Software / Toolkits *Refer note (a) (ii) above Opening Stock July 01, 2008 Qty* Rs. in Lacs 2141.87 Closing Stock June 30, 2009 Qty* Rs. in Lacs 1045.24

Description i. Assets - Fixed Assets - Deferred Tax Assets - Investment - Current Assets ii. Liabilities - Current Liabilities - Other Liabilities iii. Income iv. Expenses v. Contingent Liabilities vi. Capital Commitments

c. Material Consumed
Material & Subcontracting Cost *Refer note (a) (ii) above Current Year Qty* Rs. in Lacs 14173.81 Previous Year Qty* Rs. in Lacs 22003.28

d.

Particulars in respectof saleof Products/Servicesduring the year.


Current Year Qty* Rs. in Lacs 57677.12 33801.32 3190.67 94669.11 Previous Year Qty* Rs. in Lacs 49469.03 27715.35 7907.22 85091.60

23.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. 24.Information pursuant to Clause 32 of the Listing Agreement with Stock Exchanges.
Loans and advances in the nature of loans to : Outstanding Rs. in lacs 2008 2009 To wholly owned subsidiary Rolta International Inc. Nil 90.39 To wholly owned subsidiary Rolta Middle East FZ LLC 1718.30 408.51 To wholly owned subsidiary Rolta UK Ltd. 1261.32 940.52 To subsidiary Rolta Saudi Arabia Ltd. 104.36 125.69 Maximum balance Rs. in lacs 2008 2009 15630.19 1828.85 1261.32 142.12 7230.35 713.50 940.52 125.69

Geospatial/ GIS Engineering Design Enterprise information & Comm.Technology * Refer Note (a) (ii) above

e.

CIF Value of Imports


Current Year Qty* Rs. in Lacs Previous Year Qty* Rs. in Lacs 4371.10

Systems ,Software, Peripheral & Spares

7106.75

f.

Value of material, stores & spares consumed


Current Year % Rs. in Lacs 50 7106.75 50 7067.06 14173.81 Previous Year % Rs. in Lacs 20 4371.10 80 17632.18 22003.28

Imported Indigenous

Notes: 1. Loans and Advances shown above, to subsidiaries fall under the category of 'Loans and Advances where there is no repayment schedule'. 2. None of the loanee has made investments in the shares of the Company.

g.

Expenditure in Foreign Currency

(On payment basis)


Previous Year Rs. in Lacs

Current Year Rs. in Lacs Overseas Project expenses (Overseas training, Prof. fees, Sales promotion, Maintenance Expenses, Interest on Foreign Currency Loan)

25.The Company has not entered into any derivative transactions during the year. 26.Additional Information pursuant to provisions of paragraph 3, 4C and 4D of Part II of Schedule VI to the Companies Act, 1956. a. Installed Capacity and Actual Production For The Year (As certified by Management on annualised basis)
Computer Systems : System Integration, Technical Services, Software Services, AM/FM/GIS services, PDA/MDA Design Engineering Services, E-Commerce and Internet Services. 2009 2008 Rs. 1500 Crore Rs. 1500 Crore

870.37

257.62

h.

Earnings in Foreign Exchange


Current Year Rs. in Lacs Previous Year Rs. in Lacs 11272.22 294.45 -

Exports of Software Services rendered Interest on Fixed Deposits Interest from Others

8108.90 406.99

i.

Other clauses are not applicable to the company

27. The previous year's figures are regrouped, rearranged and reclassified, wherever considered necessary. 133

Notes to Abridged Balance Sheet As at 30th June 2009


and Abridged Profit and Loss Account for the year ended on that date
28. BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE AS PER SCHEDULE VI, OF THE COMPANIES ACT, 1956
30th June 2009 I Registration Details Registration No State Code Balance Sheet Date II Capital Raised During the year (Amount in Rs. Thousands) Public Issue Right Issue Bonus Issue Private Placement (ESOP) III Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands) Total Liabilities Total Assets Sources of Funds Paid-up Capital Reserves & Surplus Secured Loans Unsecured Loans Deffered Tax Liability Application of Funds Net Fixed Assets Investments Net Current Assets Miscellaneous Expenditure Accumulated Losses IV Performance of the Company (Amount in Rs. Thousands) Total Income Total Expenditure Profit Before Tax Profit After Tax And Extraordinary Item Earning Per Share ( Rs.) Basic Diluted Dividend Rate (%) V Generic Names of Three Principal Products/Services of the Company (as per monetary terms) Product Description 1 Marketing of Computer Workstation & Network Servers and other Product 2 Software Development / Designing / IT Services 52384 11 30.06.2009 NIL NIL NIL 1091 26,394,354 26,394,354 1,610,066 14,659,191 3,537,110 6,109,037 478,949 14,669,081 5,132,019 6,593,255 NIL NIL 10,163,534 6,047,294 4,116,240 3,723,240 23.13 23.08 30% 30th June 2008 52384 11 30.06.2008 NIL NIL 801365 3303 20,436,677 20,436,677 1,608,975 11,431,138 NIL 6,937,936 458,626 7,988,382 6,392,907 6,055,386 NIL NIL 8,614,064 5,555,060 3,059,004 2,629,386 16.39 16.19 30%

Item Code No. (ITC Code) 8471 85244011

As per our report of even date For and on behalf of Board of Directors For Khandelwal Jain & Co.
Chartered Accountants

Shivratan Agarwal
Partner

K K Singh
Chairman & Managing Director

R.R.Kumar
Director

K.R.Modi
Director

M.No.104180

Atul D. Tayal
Jt. Managing Director

Hiranya Ashar
Director - Finance & Chief Financial Officer

Dharmesh Desai
Executive Vice President Legal & Company Secretary

Mumbai, Date: August 03, 2009

Mumbai, Date: August 03, 2009

134

Corporate Governance
As at 30th June 2009
Company's Philosophy on Corporate Governance ROLTA's Corporate Governance principles are based on the principles of fairness, transparency and commitment to values. The Company adheres to good corporate practices and is constantly striving to better them and adopt emerging best practices. It is believed that adherence to business ethics and commitment to corporate social responsibility would help the Company achieve its goal of maximizing value for all its stakeholders. The company is committed to good corporate governance and continuously reviews various investor relationship measures with a view to enhance stakeholders' value. The Company has adopted a Code of Conduct for top three tier of management including the Whole-time Directors, and the Managing Director. The Company's Corporate Governance policy has been further strengthened through the Rolta Directors and Designated Employees Code of Conduct for Prevention of Insider Trading. This code has also been amended during the year in line with the amended Securities and Exchange Board of India (SEBI) Regulations in this regard. The company provides detailed information on various issues concerning the company's business and financial performance. Rolta respects the rights of its stakeholders to information on the performance of the company. It takes proactive approach and revisits its governance practices from time to time so as to meet business and regulatory needs. Rolta has complied in all material respects with the features of Corporate Governance as specified in the revised guidelines clause 49 of the Listing Agreements. 1 Board of Directors (i) Composition of the Board The Board of Directors of the Company includes individuals who are professionals in their respective areas of specialization and who have held eminent positions. The Board is broad based and comprises of individuals drawn from management, technical, financial and legal fields. The members of the Board are individuals with leadership qualities and strategic insight. The current policy of the Company is to have an Executive Chairman who is also the Managing Director. Directors including Non-executive Directors are professionally competent. At present, the Board consists of twelve members, of which six are Non-Executive Independent Directors. None of the Directors on the Board of Rolta India Ltd. is a director in more than ten listed companies, member of more than ten committees and Chairman of more than five committees, across all the Companies in which he is a Director. The Board's role, functions, responsibilities and accountability are clearly defined. In addition to its primary role of monitoring corporate performance, the functions of the Board include:
l l l l l l

Articulating the corporate philosophy and mission; Formulating strategic plans; Reviewing and approving financial plans and budgets; Monitoring corporate performance against strategic plans including overseeing operations; Ensuring ethical behavior and compliance with laws and regulations; Keeping shareholders informed about plans, strategies and performance.

The Directors have made the necessary disclosures regarding Committee positions.

The composition and category of Directors on the Board of the Company as on 30th June 2009 are:
Sr. No. 1 2 3 4 5 6 7 8 9 10 11 12 Name of the Director Mr. Kamal K Singh Mr. R R Kumar Mr. K R Modi Lt. Gen. J S Dhillon (Retd.) Mr. V. K. Agarwala Mr. Behari Lal Mr. V K Chopra Mr. A D Tayal Dr. Aditya K Singh $ Mr. A.P. Singh Mr. Ben Eazzetta Mr. Hiranya Ashar Category Executive, Whole-time Director Non-Executive, Independent Director Non-Executive, Independent Director Non-Executive, Independent Director Non-Executive, Independent Director Non-Executive, Independent Director Non-Executive, Independent Director Executive, Whole-time Director Executive, Whole-time Director Executive, Whole-time Director Non-Executive, Non-Independent Director Executive, Whole-time Director Designation Chairman & Managing Director Director Director Director Director Director Director Joint Managing Director Joint Managing Director Joint Managing Director Director & President - International Operations Director Finance & Chief Financial Officer

$ None of the directors is related to any other Director, except Dr. Aditya K. Singh who is the son of Mr. Kamal K. Singh.

(ii) Board Meetings: Minimum four Board Meetings are held each year, one in each Quarter. The Board Meetings of the Company are prescheduled and adequate notice is given to the members of the Board. Apart from the Quarterly Board Meetings, the Company convenes additional Board Meetings by giving appropriate notice to the Directors to consider specific matters related to the business of the Company. The Board Meetings are generally held at the Registered Office of the Company at Rolta Tower A, Rolta Technology Park, MIDC-Marol, Andheri (East), Mumbai - 400093, India.

135

Corporate Governance
As at 30th June 2009
The Directors are given presentations on the performance of the Company for the preceding quarter at each of the prescheduled Quarterly Board Meetings. For effective corporate management, the Board has constituted various Committees viz. Management Committee, Audit Committee, Compensation Committee and Investors' Grievance Committee. During the financial year 2008-09, the Board of the Company, as also the various specialised committees constituted by the Board, held as many as 23 meetings, which include 5 meetings of the Board. Necessary information required to be given in terms of Annexure 1A to Clause 49 of the Listing Agreement, was placed before the Board for its consideration and all matters with explanatory notes / reports relating to the respective committees were circulated to the committee members before the meetings. The Directors, including the Non-executive Directors, actively participated at length in the deliberations of the Board. During the financial year 2008-09, the Board held its meetings on 24th July 2008, 20th October 2008, 24th November 2008, 19th January 2009 and 21st April 2009. The time gap between any two Board meetings did not exceed four months. (iii) Attendance of Directors at Board and Annual General Meeting Attendance of Directors at the Board Meetings and the Annual General Meeting held during financial year 2008-2009:

Sr. No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14

Name of the Director

Meetings held during the tenure of the Directors Mr. Kamal K Singh 5 Mr. R R Kumar 5 Mr. K R Modi 5 Lt. Gen. J S Dhillon (Retd.) 5 Mr. A.T. Pannir Selvam * 5 Mr. V.K. Agarwala 5 Mr. Behari Lal 5 Mr. V K Chopra 5 Mr. A D Tayal 5 Dr. Aditya K Singh 5 Mr. A.P. Singh 5 Ms. Preetha Pulusani ** 5 Mr. Ben Eazzetta 5 Mr. Hiranya Ashar 5

Meetings Attended 5 5 5 5 5 5 5 4 4 4 5 5 3 5

Whether present at the last AGM Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes No Yes

* Mr. A T Pannir Selvam ceased to be a Director w.e.f. 21st April 2009 due to his sad demise. ** Ms. Preetha Pulusani resigned as a Director w.e.f. 18th June 2009. Note: None of the Directors received any loans and advances from the Company during the financial year ended June 30, 2009.

(iv) No. of other Boards/Board Committees in which the Directors are either Member or Chairman as on June 30, 2009
Name of the Director Position Directorship held as June 30, 2009 Committee membership Chairperson in in all companies ### Committees ### India listed All companies Companies # around the world ## (listed & unlisted)
4 1 6 25 7 2 3 5 1 17 5 13 12 11 1 1 3 3 1 1 9 1 2 3 4 3 1 3 -

Mr. Kamal K Singh Mr. R R Kumar Mr. K R Modi Mr. V.K. Agarwala Mr. Behari Lal Mr. V K Chopra Mr. A D Tayal Dr. Aditya K Singh Mr. A.P. Singh Mr. Benedict A Eazzetta Mr. Hiranya Ashar

Chairman & Managing Director Independent Director Independent Director Independent Director Independent Director Independent Director Joint Managing Director Joint Managing Director Joint Managing Director Director & President International Operations Director Finance & Chief Financial Officer

Lt. Gen. J S Dhillon (Retd.) Independent Director

# Excluding directorship in Rolta India Limited. ## Directorships in companies around the world including Rolta India Limited. ### Includes Management Committee, Investors Grievance Committee, Audit Committee and Compensation Committee in all companies including Rolta India Limited.

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Corporate Governance
As at 30th June 2009
2. Management Committee The Management Committee is a Committee of the Board and is authorised to deliberate, act and decide on all matters, which the full Board is otherwise empowered to do, except those matters, which are specifically required by law to be considered and decided by full Board. The Management Committee meets regularly to deliberate and take decisions on various issues relating to strategic, financial, corporate and legalmattersensuringsmoothmanagementoftheCompany. The Management Committee comprises three Whole-time Directors (including the Chairman) and two non-executive and independent Directors, namely Mr K K Singh, Mr A D Tayal, Mr Hiranya Ashar, Mr R R Kumar and Mr K R Modi. Mr K K Singh is the Chairman of the Management Committee. The Company Secretary acts as the Secretary to the Management Committee. Attendance of Directors at the Management Committee during the financial year 2008-09:
Sr. Name of the No. Director 1 2 3 4 5 Mr. Kamal K Singh Mr. R R Kumar Mr. K R Modi Mr. A D Tayal Mr. Hiranya Ashar Meetings held during the Meetings tenure of the Director Attended 10 10 10 10 10 10 10 10 9 10

There are 54 complaints as per records of the Securities and Exchange Board of India. Out of these 54, 19 have been resolved by the Company, 12 are subjudiced and pending for Court Orders in which company is only a formal party, 6 are intra party disputes brought to the notice of the Company and balance 17 are the cases where the parties in spite of reminders have not complied with procedural formalities, hence they are parties who have failed to respond and comply with requirement. No complaints were pending from Bombay Stock Exchange Ltd (BSE), and National Stock Exchange of India Ltd. as on June 30, 2009. The attendance of the Directors at the meeting of the Investor Grievance Committee held during the period ended June 30, 2009, is as follows:
Sr. No. Member Meetings held Meetings Attended

1 2 3 4

Mr. K R Modi Mr. R R Kumar Mr. A D Tayal Mr. Hiranya Ashar

3 3 3 3

3 3 3 3

4. Audit Committee The Company's Audit Committee was established in compliance with Clause 49 of the Listing Agreement with the Indian Stock Exchanges as read with Section 292A of the Companies Act, 1956. Presently the Audit Committee consists of three independent and non-executive Directors, namely, Mr. R R Kumar (as Audit Committee Chairman), Mr. K R Modi and Mr. Behari Lal and one Whole-time Director Mr. Hiranya Ashar. Mr. R R Kumar is ex-Chairman & Managing Director of Union Bank of India and has sound knowledge in the areas of Finance, Banking and Accounts. Mr. K R Modi another member of the Audit Committee is a senior partner with M/s Kanga & Co., Advocates and Solicitors. Mr. Modi has sound knowledge in law. Mr Behari Lal, a former member of the Income Tax Appellate Tribunal has vast experience in legal and taxation matters. Mr. Hiranya Ashar is Director Finance & Chief Financial Officer of the Company and has sound knowledge in the areas of Finance, Banking and Accounts. The Company held four Audit Committee meetings for the review relating to the financial period July 1, 2008 to June 30, 2009. These meetings were well attended. The Committee invited the Auditors to be present at these meetings. The Company Secretary acts as the Secretary of the Audit Committee. The Audit Committee also advises the management on the areas where internal audit can be improved. The minutes of the meetings of the Audit Committee are circulated to the members of the Committee and placed before the Board. Terms of Reference: The terms of reference/powers of the Audit Committee has been specified by the Board of Directors as under: A. Primary objective of the Audit Committee : The primary objective of the Audit Committee of Rolta India Ltd. is to monitor

3. Investors' Grievance Committee The Board of Directors of the Company, has formed an Investors' Grievance Committee comprising of two Non-Executive and two Whole-time Directors. The Investors' Grievances Committee is chaired by Mr. K R Modi and its other members include Mr. R R Kumar, Mr. A D Tayal and Mr. Hiranya Ashar. Mr. Dharmesh Desai, the Company Secretary and the Compliance Officer under Clause 49 of the Listing Agreement, also acts as the Secretary of the Investors' Grievance Committee. This Committee's mandate requires it to look into investors' grievances relating to matters such as the transfer of shares, nonreceipt of Annual Reports and non-receipt of dividends, and also reviews any cases filed by aggrieved investors before the courts or other forums. It also supervises the Company's in-house Investor Service Cell, which services the shareholders of the Company by monitoring, recording and processing share transfers and requests for dematerialization of shares. The fully equipped in-house Investor Service Cell, services the shareholders of the Company. The transfers received by the Company are generally processed and transferred on a monthly basis. No valid transfer request remains pending for transfer to the transferees as on 30th June 2009. All requests for dematerialization of shares are likewise processed and confirmation thereof is normally communicated to the concerned depository within 10 working days of receipt of all documents. The Committee monitors the Redressal of Investor Grievances. The total number of complaints received and replied to the satisfaction of the shareholders during the year under review was 45. The complaints received from regulatory authorities and pending as on June 30, 2009 were as follows:

137

Corporate Governance
As at 30th June 2009
and provide effective supervision of the managements financial reporting process with a view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the management, the internal auditors and the independent auditor and notes the processes and safeguards employed by each. B. The role of the Audit Committee includes the following: 1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. Recommending to the Board, the appointing, reappointment and, if required, the replacement or removal of Statutory Auditors and fixation of audit fees. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors. Reviewing with the management, the annual financial statements before submission to the Board for approval, with particular reference to:
l

8. 9.

Discussion with internal Auditors of any significant findings and follow-up thereon. Reviewing the findings of any internal investigations by the internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

10. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. 11. Looking into the reasons for substantial defaults in the payment to the shareholders (in case of non payment of declared dividends) and creditors. 12. Reviewing the functioning of the Whistle Blower Mechanism. 13. Carrying out such other function as may be specifically referred to the Committee, by the Board of Directors and/or other Committee of Directors of the Company. 14. Reviewing the following information:
l

2.

3. 4.

Matters required to be included in the Directors' Responsibility Statement to be included in the Directors' Report in terms of sub-section (2AA) of Section 217 of the Companies Act, 1956. Changes, if any, in accounting policies and practices and reasons for the same. Major accounting entries involving estimates based on the exercise of judgment by the Management. Significant adjustments made in the financial statements arising out of audit findings. Compliance with listing and other legal requirements relating to financial statements. Disclosure of related party transactions. Qualifications in draft audit report.

The management discussion and analysis of financial condition and results of operations; Statement of significant related party transactions (as defined by the Audit Committee), submitted by Management; Management letters/letters of internal control weaknesses issued by the Statutory Auditors; Internal audit reports relating to internal control weaknesses; and The appointment, removal and terms of remuneration of internal Auditors. To investigate any activity within its terms of reference. To seek information from any employee. To obtain outside legal or other professional advice. To secure attendance of outsiders with relevant expertise, if it considers necessary.

15. The audit committee powers, include the following:


l l l l

l l

5.

Reviewing with the management, the quarterly financial statements before submission to the Board for approval.

5A. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.) the statement of funds utilized for purposes other than those stated in the offer document / prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendation to the Board to take up steps in the matter. 6. Reviewing with the management, the performance of Statutory and Internal Auditors, adequacy of internal control systems. Reviewing the adequacy of internal audit functions, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

Attendance of Directors at the Audit Committee Meetings during the financial year 2008-09:
Sr. No. 1 2 3 4 Member Mr R R Kumar Mr K R Modi Mr Behari Lal Mr Hiranya Ashar Meetings held Meetings Attended 4 4 4 4 4 4 4 4

5. Compensation Committee: The Company's Board has set up a competent and qualified Compensation Committee in compliance with the SEBI guidelines. As on 30 June 2009, its members include Mr. Kamal K Singh (as Compensation Committee Chairman), Mr. R R Kumar and Mr. K R Modi. The Committee is responsible for

7.

138

Corporate Governance
As at 30th June 2009
recommending the compensation structure for Whole-time Directors and the implementation and administration of the Employee Stock Option Plans. The Non-Executive Directors of the Company are paid sitting fees at the rate of Rs. 20,000/- for attending each Board Meeting and Rs.10,000/- for attending each Board Committee Meeting. Presently, the Non-executive Directors of the Company are not paid commission. The Compensation Committee held one meeting during the period July 1, 2008 to June 30, 2009. Attendance of Directors at the Compensation Committee Meetings held during the financial year 2008-09:
Sr. No. 1 2 3 Member Mr Kamal K Singh Mr R R Kumar Mr K R Modi Meetings held Meetings Attended 1 1 1 1 1 1

The remuneration of Directors charged to the Profit & Loss Account during the Financial Year 2008-09 is given below:
Sr. Name No. Designation Sitting Fees (Rs.)
Nil 280,000 280,000 100,000 100,000 100,000 140,000 80,000 Nil Nil Nil Nil Nil Nil

Salary & Allowances (Rs.)


Nil Nil Nil Nil Nil Nil Nil Nil 13,239,000 5,844,000 8,999,000 5,792,549 5,883,000 34,624,802

Taxable value of Perquisites (Rs.)


Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil

Commission (Rs.)

No. of Shares held ## (As on 30.6.09)


250,000 26 2,000 Nil 1,500 28,000 Nil Nil 270,000 153,928 45,820 NIL NIL NIL

Stock Option Nos. In Force (As on 30.6.09)


NA NA NA NA NA NA NA NA 50,000 NA 305,000 NIL 180,000 600,000

1 2 3 4 5 6 7 8 9 10 11 12 13 14

Mr Kamal K Singh Mr R R Kumar Mr K R Modi

Chairman & Managing Director Director Director

96,690,000 Nil Nil Nil Nil Nil Nil Nil 14,650,000 Nil 10,255,000 Nil 5,860,000 NIL

Lt. Gen J S Dhillon (Retd) Director Mr A T Pannir Selvam * Mr V K Agarwala Mr Behari Lal Mr V K Chopra Mr A D Tayal Dr. Aditya K Singh Mr Adarsh Pal Singh Ms. Preetha Pulusani ** Mr Hiranya Ashar Benedict A Eazzetta Director Director Director Director Joint Managing Director Joint Managing Director Joint Managing Director Joint Managing Director Director Finance & CFO Director & President International Operations

* Mr. A T Pannir Selvam ceased to be a Director w.e.f. 21st April 2009 due to his sad demise. ** Ms. Preetha Pulusani has resigned as a Director w.e.f. 18th June 2009. ## Shareholding details are given for the directors on Board as at 30th June 2009.

The remuneration paid to Whole-time Directors, is as per the approval already taken from the members at the Annual General Meeting. The remuneration paid to Whole-time Directors, is as per the approval already taken from the members at the Annual General Meeting. Details of service contracts of whole time Directors
Sr No. Contract 1 2 3 4 5 6 Name Mr. Kamal K Singh Mr. A D Tayal Dr. Aditya K Singh Mr. A P Singh Ms. Preetha Pulusani Mr. Hiranya Ashar Period of Service 01.07.2007 to 30.06.2012 17.02.2007 to 16.02.2012 01.07.2007 to 30.06.2012 01.04.2007 to 31.03.2012 01.03.2008 to 28.02.2013 01.11.2006 to 31.10.2009

The Contracts entered into by the company with all the Whole-time Directors, may be terminated by either the Company or the Wholetime Directorsbygiving sixcalendarmonths'noticeinwriting. 6. General Body Meetings The last three Annual General Meetings of the Company were held at Shri Bhaidas Maganlal Sabhagriha, U-1, Juhu Development Scheme, Vile Parle (West), Mumbai 400056.
Financial Year 2007-08 2006-07 2005-06 Date 24.11.2008 16.11.2007 28.11.2006 Time 11.30 a.m. 11.30 a.m. 11.30 a.m.

All resolutions moved at the last Annual General Meeting were passed by show of hands by the requisite majority of members attending the meeting. The following are the Special Resolutions passed at the previous three Annual General Meetings and ExtraordinaryGeneralMeetingsheldinthepast 3years. 139

Corporate Governance
As at 30th June 2009
AGM held on
Resolutions passed through Postal Ballot on 15-062009

Summary of Special Resolution


1 Special Resolution as at Item no. 1 under Section 81(1A) and all other applicable provisions of the Companies Act, 1956 and the provisions contained in the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 for amendment of ESOP 2007 Scheme approved by the shareholders at its Annual General Meeting held on November 28, 2006 . 2 Special Resolution as at Item no. 2 under Section 81(1A) and all other applicable provisions of the Companies Act, 1956 and the provisions contained in the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 for amendment of ESOP 2008 Scheme at its Annual General Meeting held on November 16, 2007 . 3 Special Resolution as at Item no. 3 under Section 81(1A) and all other applicable provisions of the Companies Act, 1956 and the provisions contained in the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 for amendment of terms of ESOP Scheme as approved by shareholders at its Annual General Meeting held on November 24, 2008. 1 Special Resolutions u/s 81 (1A) for issue of shares under the Employees Stock Option Plan for the employees of the company as well as for the employees of the holding/subsidiary companies. 1 Special Resolution u/s 81 (1A) for issue of shares under the Employees Stock Option Plan for the employees of the company as well as for the employees of the holding/subsidiary companies. 1 Special Resolution for enhancing limit for investment by FIIs (exclusive of NRIs / OCBs etc.) from 40% to 75% of the paid up capital of the Company. 2 Special Resolution for Issue of equity linked foreign / Indian securities like FCCBs, ADRs/ GDRs etc. not exceeding USD 250 million. 1 Special Resolution u/s 81 (1A) for issue of shares under the Employees Stock Option Plan for the employees of the company as well as for the employees of the holding/subsidiary companies.

18th Annual General Meeting 24-11-2008 17th Annual General Meeting 16-11-2007 Resolutions passed through Postal Ballot on 12-062007

The Company also made disclosures to the Stock Exchanges for transactions covered under the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 by submitting the requisite reports and applications under the said Regulations. 8. Disclosures Related party transactions are defined as transactions of the Company of material nature with Promoters, Directors or the management, their relatives, subsidiaries, etc. that may have potential conflict with the interest of the Company at large. Details of material and significant related party transactions are given in the Notes to the Accounts annexed to the financial statements. Necessary approvals, as required are taken before entering into any such arrangements. The Company's equity shares are listed on Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE) and the Company's Global Depository Receipts (GDRs) have been listed with London Stock Exchange. The Company has paid the Listing Fees, as applicable to the BSE, NSE and LSE for the financial year 2008-09. The Company has duly complied with the requirements of the revised Clause 49 of the Listing Agreement with the Stock Exchanges, as well as with the Regulations of the Securities Exchange Board of India and such other statutory authority relating to the Capital Markets. The company has paid the listing fees to Singapore Stock Exchange for the financial year 2008-09. A qualified practicing Company Secretary carried out secretarial audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The secretarial audit report confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The Company follows Accounting Standards issued by the Institute of Chartered Accountants of India. In the preparation of the financial statements, the Company has not adopted a treatment different from that prescribed in any Accounting Standard. The Company also publishes its Accounts drawn under International Financial Reporting Standards (IFRS). 9. Means of Communication Timely disclosure of consistent, relevant and up-to-date information on corporate matters, financial matters etc., are at the core of good corporate governance. Towards this end, the quarterly results of the Company were published within a month of the end of each quarter and the Audited Annual Results within 3 months of the end of the financial year. The Company also ensures that Press Releases are issued on significant developments and the Investors kept informed of important announcements. The Quarterly Financial Results are published in English and vernacular newspapers. These results are generally published in the all India editions of The Economic Times / Business Standard / Financial Express and other English and vernacular newspapers. The results are posted on SEBI's website www.sebi.gov.in and as well as on the Company's website www.rolta.com. Investor / shareholders may directly address their queries at investor@rolta.com. The results and the various Press Releases issued by the Company are also promptly forwarded to the Stock Exchanges whereat the equity

16th Annual General Meeting 28-11-2006

7. Code for Prevention of Insider Trading/SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997: The Company has adopted the Code of Conduct for Prevention of Insider Trading in the equity shares of the Company. This code is known as the Rolta Directors and Designated Employees Code of Conduct for Prevention of Insider Trading. The Company's Insider Trading Code of Conduct, inter-alia prohibits purchase / sale of equity shares of the Company by the Directors and Designated Employees in management position (at the level of Executive Directors and above) while in possession of unpublished price sensitive information in relation to the Company. The Company makes disclosures to the Stock Exchanges of transactions covered under the "Rolta Directors and Designated Employees Code of Conduct for Prevention of Insider Trading". This code meets with the regulations stipulated by the Securities and Exchange Board of India (SEBI), on Prohibition of Insider Trading. In compliance with the SEBI's regulations on prevention of insider trading, during the year, the Company had amended the Code for prevention of Insider Trading for its Directors and Designated Employees by incorporating the amendment laid down in the SEBI (Prohibition of Insider Trading) (Amendment) Regulation, 2008.

140

Corporate Governance
As at 30th June 2009
shares of the Company are listed. The Company frequently organizes facilities visits for representatives of institutional investors. These visits are generally accompanied by presentations by the Company's Strategic Business Units and a briefing on the Company's products and services both in the international markets and in India. The entire Annual Report of the Company as well as the Quarterly Results are also available on the Company's website. The Management Discussion and Analysis (MDA) giving an overview of the Company's business and its financials etc., Risk Management, The Shareholders' Information, Ratio & Ratio Analysis, Directors' Profile, are provided separatelyinthisAnnual Report. 10. General Shareholders Information Mandatory as also various additional voluntary information of interest to investors is furnished in a separate section 'Shareholders Information' elsewhere in this Annual Report. 11. CEO/CFO Certification A certificate from Chairman and Managing Director and Director (Finance) on the financial statements of the Company and on the matters which were required to be certified according to the clause 49(V) was placed before the Board. 12. Code of Conduct for Directors and Senior Management The Rolta Code of Conduct (Code) is applicable to all Directors (including Whole-time Directors) and Senior Management of the Company at the level of Executive Directors and above. The Code lays down the standards of business conduct, ethics for transparent corporate governance. A copy of the Code has been posted on the Company's website. The Code has been circulated to all members of the Board and Senior Management and the compliance of the same has been affirmed by them. Report on Corporate Governance This Corporate Governance Report forms part of the Annual Report. The Company is fully compliant with the provisions of Clause 49 of the Listing Agreement of the Stock Exchanges in India. Compliance (i) Certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is published below. (ii) Status of compliance of non-mandatory requirement Chairman of the Board : l The Chairman is an Executive Chairman hence not applicable. l Remuneration Committee: The Company has a Remuneration Committee designated as "Compensation Committee". The remuneration of the Directors is decided and approved by the Board of Directors. Shareholders rights: l The quarterly results are published in the newspapers. Audit Qualification: During the year under review, there was no audit qualification in company's financial statements. Postal Ballot: l The company has passed 3 Special resolutions by Postal Ballot on 15th June, 2009. Annual Declaration by the CEO Under Clause 49 I (D) of the Listing Agreement regarding Adherence to the Code of Conduct In accordance with Clause 49 sub-clause I (D) of the Listing Agreement with the Stock Exchanges, I hereby declare that all the Directors and the Senior Management personnel of the Company have affirmed compliance to the Rolta Code of Conduct for the Financial Year ended June 30, 2009.
l

Kamal K Singh Chairman & Managing Director 3rd August, 2009 13. Auditor's Certificate on Corporate Governance The Auditor's Certificate on compliance of Clause 49 of the Listing Agreement relating to Corporate Governance is published below.

Auditors' Certificate
To The Members of Rolta India Limited

On Compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement
We have examined the compliance of conditions of Corporate Governance by Rolta India Limited for the year ended 30th June 2009, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges. The Compliance of conditions of Corporate Governance is the responsibility of the company's management. Our examination has been limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of Corporate Governance as stipulated in the said clause. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us and based on the representations, made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreements. We state that such compliance is neither an assurance as to the further viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. For Khandelwal Jain & Co., Chartered Accountants

Place: Mumbai Date: August 03, 2009

Shivratan Agarwal Partner Membership No 104180

141

Risk Management
The management cautions the readers that the risks outlined below are not exhaustive and are for information purpose only. This report also contains statements which are forward looking in nature and readers are requested to exercise their own judgment in assessing various risks associated with the Company and referring to the discussions of risks in the Company's earlier Annual Reports. BUSINESS RISK Changing business environment and customer inclinations demand constant reorientation and innovative solutions and services to ward of decline in business. In the challenging global economic environment, every business organization is subject to risks involved in respect of the service lines offered by it and the resultant risk of decline in business due to rapid technological change, embryonic industry standards, changing client preferences and new product and service introductions. Rolta has continuously strived to mitigate this risk by constantly reinventing itself and responding to customer's demands innovatively and creatively through its path breaking efforts. Rolta's strong domain expertise involving a combination of IT, Engineering and eServices, IPRs, diverse technological skills and its ability to provide integrated end-to-end solutions across the multiple platforms enable the Company to constantly expand and enlarge its market. Rolta's ability to extract learning from one business and create another enables it to move up the value chain by leveraging its multidisciplinary project experience. Rolta's strong domain expertise in developing innovative integrated solutions in Geospatial/GIS, Engineering & Design and E-ICT domains create a singularly unique business mix and high entry barriers, which competitors find daunting to emulate. Rolta is strengthening and expanding its product and services portfolio through acquisitions, long-term alliances with world leaders adopting the latest technologies in its business segments and has now emerged as an efficient source of Design, Detailed engineering and Procurement services for power, refinery and petrochemical organizations. Rolta prudently leverages its expertise, rich domain knowledge, IPRs and specialized infrastructure to maximize customer satisfaction, raising productivity within customer environments beyond standard deliverables. Rolta over the years has transformed itself from a provider of technology to a specialised service provider in the field of infrastructure, security etc and repositioned itself well in the infrastructure space. Constant innovation and evolvement of services enables Rolta to continuously move up the value chain resulting in a de-risked business model. TECHNOLOGY RISK Continued existence as a growth Company depends on seamless adoption of emerging technologies. In the current highly competitive environment, it is important for every Company to keep itself up graded with the latest technology solutions and assimilate changes in technology to enhance the quality and scope of its offerings. This requires redundant technologies to be discarded and replaced by emerging technologies. Rolta's partnership with the world's leading IT companies for its various services, acquisitions and proactive up gradation of its technology repertoire on an ongoing basis allow it to remain updated with the latest in technology The Company integrates and customizes the technologies acquired to suit customer requirements and enhances it through applied R&D. Rolta uses this comprehensive infrastructure and state-of-the art 'competency centre's spread all over the world to provide its customers ground-breaking solutions through latest technology suitably adapted for precise requirements through various value. The Company has made various strategic acquisition of technologies, companies and business division e.g. Orion Technologies Inc., Broech Corporations (TUSC) WhitmanHart Consulting (WHC) and Piocon Technologies. This has enhanced the Company's capabilities to provide innovative and state-of-the-art products and services in its business segments. The Company adopts various standards to ensure that information is secure and is not susceptible to disasters. As an international eSecurity services provider, the Company has highly trained industry certified specialists deployed internationally. The Company's eSecurity procedures are certified by BSI. The Company also regularly audits and verifies its compliance with security and disaster recovery measures employed by the Company. Rolta has centralized back up and data recovery systems and planned procedures for regular back up of all critical servers. COMPETITION RISK Inability of the companies to guard against competition could result in contraction of revenues. The Company encounters competition from local and international companies. While the competition in Indian market is expected to increase, Rolta believes it is sufficiently insulated against competition. The Company entered the CAD/CAM/GIS solutions market in India in 1985 and it has been the undisputed leader over the years in the Geo Spatial business in India. Rolta's capability to offer innovative and value added solutions and services by integrating its diverse domain knowledge and expertise with the emerging technologies keeps it always ahead of its competitors. The Company's strength comes from its unmatched blend of engineering culture, technology skills, strategic acquisitions, strategic joint ventures and management resources. The Company continues to build up best practices and methodologies for development and customization of solutions to ensure that projects are completed with speed, optimal resources and meet or exceed customer requirements. Rolta has over the years has cemented strong customer relationships, and built innovative solutions, established utilities, tools and business procedures that competitors find it impossible to pursue. Rolta's domain expertise in providing end-to-end solutions for its business segments, by using its critical mass of IPRs and by coalescing beneficially its Business Groups, de-risk its business from competition. Even by the most optimistic estimates, it would take competitors numerous years to match Rolta in its infrastructure and domain expertise.

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SKILLS RISK In a knowledge-intensive business dearth of the right people skills could result in business corrosion Human resources function has emerged as a function of paramount importance in every Company in the current environment. The growth of a company is highly dependent on its vital human resources. Rolta, with its years of experience, has been successful in creating a strong employee culture and is able to provide a balanced secure yet challenging work environment The Company believes that it is necessary to recruit and retain staff possessing advanced technical skills. The Company places premium on its senior management personnels ability to upgrade skill at an advanced level which enable them to devise key strategies and ensure efficient organizational management. The Company's innovative HR practices are oriented towards instilling a sense of ownership among Roltaites. Rolta operates in the high tech business area of Geospatial / GIS, Engineering & Design and E-ICT and as a result, the business model is focused towards technically skilled manpower. Nearly 75 percent of Rolta's employees possess the relevant engineering, postgraduate and PhD degrees. This discerning recruitment policy is supplemented by constant training and enhancement of skills, which coupled with the excellent technical infrastructure, provides a unique working atmosphere to its employees The Company continuously invests in its people and believes in providing regular training to Roltaites in their respective disciplines. The Company, in line with its corporate philosophy to enhance employee profile and skills, has set up Rolta Academy with cutting edge technology, software tools and a large dedicated faculty. In view of its acquisitions and partnerships with world leaders, the level of technology employed in the Company is of a very high order. It gives the employees an opportunity to work with cutting edge technologies on an ongoing basis thereby constantly acquiring new high-end technical skills. Thanks to these factors the Company acquires and assimilates high-end technical skills on an on-going basis. Rolta provides a distinctive working atmosphere to its employees. Rolta provides attractive opportunities for career enhancement; a number of Roltaites who joined as trainees have risen to positions of responsibility, right up to the Director level. Rolta's remuneration structure has been benchmarked with the best in IT industry. The Company provides employees with performance incentives and its Employees Stock Option Plan strengthens a sense of ownership and retention within the Company. As a result of these initiatives, Rolta's manpower attrition rates are below the industry average. The DQIDC best employers' survey 2009 has ranked Rolta 1st in HR Practices and 3rd overall. CUSTOMER RISK In today's fiercely competitive business environment, Customers tend to migrate if expectations are not met. Customer risk emanates from over dependence on a limited number of clients, which entails an adverse impact on profitability in case of contraction of business from these clients besides the increased credit risk Rolta has constantly strived to alleviate this risk by catering to new clients besides foraying into new business domains.

Rolta brings value to its customer's business by leveraging its domain expertise, diverse technology portfolio, IPRs and industry experience. Rolta's ability to uniquely integrate its offerings from the Geospatial / GIS, Engineering & Design and E-ICT domains makes it a single window solution provider to its customers. Rolta's innovative solutions enable its customers to address business challenges effectively. Rolta distinguishes between customers and acknowledges that there is no one single technology or solution that meets requirements of all. Rolta's domain knowledge and its acquired and developed IPRs empower it to address the special and critical needs of customers, providing them with a sound, unique and path breaking solution. Rolta foresees the requirements of its customers and accordingly creates and provides customized solutions to meet their requirements and as such acts as an extension of the business of its customers. The Company provides not just tools but catalysts that help customers enhance productivity within their respective environments. The Company also responds with alacrity to special customer needs. As a result, Rolta has long-term customers across the world. Rolta's high level of repeat business leads to these longstanding relationships. GEOGRAPHY RISK Mitigation of over dependence on any one geographic market enables evasion of risk of downward spiral in that economy. Rolta's established roots in domestic market and strategic presence in major geographies enables it to refine its offerings in domestic as well as international markets, thereby giving it the benefit of synergy across operations and optimization of resources. Its strategy of initially catering to the Indian market and thereafter taking its well developed skills to global markets enables the Company to seamlessly extend its business across various geographies. The company is progressively expanding its presence in global markets and has already setup subsidiaries in US, Canada, Europe (U.K., Netherlands & Germany), Middle East (Saudi Arabia & UAE) and Australia. The company has entered into joint venture with world technology leaders to cater to domestic as well as global markets. Rolta is a prominent and cost effective off-shoring alternative, despite changes in the global economy. The Company's domesticinternational spread and combination of its various solutions and services protects its overall performance from the impact of downturns in any specific geography. Rolta does not rely on any specific geographic area or specific industry segment for its growth. For example, in India, the Company's customers are from various industry segments, such as infrastructure, defense, oil/refinery, electricity, telecom, transportation, agriculture, forestry etc. thereby enabling it to effectively meet lower spending by any one segment by additional business arising out of increased spending by another segment. The Company's businesses are solution / projectoriented and not placement-oriented. Rolta's singular domain knowledge involving an unique combination of Geospatial/GIS, Engineering & Design and E-ICT skills, and core competencies as its focal point enables it to be on the upper end of value chain. It deploys its resources on its customers' mission-critical projects, implementing and executing these from its various offices/facilities worldwide.

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Management's Discussion and Analysis


The following discussion should be read in conjunction with the Companys audited consolidated financial statements as per Indian GAAP as at and for the financial years ended 30 June 2009 and 30 June 2008, and the related notes thereto. Company Overview Rolta India Limited (referred to as The Company in this section) is an Indian Information Technology (IT) company with its corporate headquarters in Mumbai. In addition to its headquarters, the Company operates through a network of 14 branches & regional offices across India combined with its ten subsidiaries located in the USA, Canada, the UK, the Netherlands, Germany, Saudi Arabia the United Arab Emirates and Australia. The company has also established a 50:50 Joint Venture Company, Shaw Rolta Limited with Shaw Group, USA and a 51:49 Joint Venture Company, Rolta Thales Limited with Thales Group of France. The Company provides software services and IT-based Enterprise Geospatial Information solutions, Enterprise Design and Operation Solutions and Enterprise IT Solutions to customers across the world. The Company is a strong player in the Defence, Government, Infrastructure and Security markets, worldwide. Rolta serves these markets by providing innovative solutions in Geospatial Information solutions (GIS); Engineering & Design Services (EDS); and Enterprise Information & Communication Technology (EICT), which includes Software Development, Advanced Security, Network Management, ERP Consulting, Business Intelligence, and for the complete stack of Oracle technologies. Rolta, through its joint venture with The Shaw Group Inc. USA - Shaw Rolta Ltd., provides comprehensive Engineering, Procurement and Construction Management (EPCM) services to meet turnkey project requirements of power, oil, gas and petrochemical sectors. Rolta's joint venture with Thales, France - Rolta Thales Ltd., develops and provides state-oft h e - a r t C 4 I S TA R i n f o r m a t i o n s y s t e m s , M i l i t a r y Communications, Digital Soldier & Vehicle System solutions, covering the entire "sensor to shooter" chain, under transfer of technology from Thales. The Company has organised its business into three business groups (each, an BG): Geospatial Information solutions (GIS); Engineering & Design Services (EDS); and Enterprise Information & Communication Technology (EICT). Detailed overview of each Business Group forms part of SBG section in this Annual Report. For the year ended 30th June, 2009, the Geospatial Information solutions (GIS) segment, Engineering & Design Services (EDS) segment, and Enterprise Information & Communication Technology (EICT) segment respectively, accounted for 45.1 %, 28.5 % and 26.3% of the Companys consolidated revenues, as compared to 49.5 %, 32.4 % and 18.1% for the year ended 30th June, 2008. The company continues to maintain its leadership in the Indian Defense Geospatial market, defense and homeland security sectors. As in the case of GIS, the Company has leveraged its IT and domain expertise to develop unique solutions for the owner
1

operator in the engineering segment. The company launched TM ROLTA OneView a solution that integrates business intelligence tools with enterprise level engineering databases and applications using Roltas Fusion Middleware. In the EICT segment the Company has made tremendous progress in developing patented uniquely agile approaches to implementing service oriented architecture commonly referred to as SOA for large enterprises and with the added revenues from the business acquired during the previous and current year the share of EICT segment in consolidated revenues increased significantly during the year ended 30th June, 2009. Industry Overview The Indian IT/ITES Industry continues to show resilience in the face of severe economic downturn in key markets According to 1 the annual NASSCOM survey , on the performance of the Indian IT-BPO services sector for F.Y 2008-09, the sector achieved gross revenues of US$ 58.8 billion in F.Y 2008-09 as against US$ 52 -.billion in F.Y07-08. Export revenues recorded a growth of 16.3% and clocked revenues of US$ 46.3 billion in F.Y 2008-09 up from U.S.$ 40.4 billion in FY07-08. The domestic segment grew by 21.0% to register revenues of Rs.570 billion as against Rs.470 billion in FY 07-08. The survey also projects that export revenue shall grow at 4 to 7 percent to reach US$ 48 to 50 billion during 2009-10. The domestic IT-BPO for 2009-10 estimated at Rs. 650 billion to 670 billion representing a growth of 15.0 % . Internal Control System and their adequacy The internal control systems adopted by the Company are adequate and appropriate to its operations. The system has been designed to ensure that assets and interest of the Company are protected and dependability of accounting data and its accuracy are ensured with proper checks and balances. The Company has internal audit to examine and evaluate the adequacy and effectiveness of Internal Control System. The internal audit ensures that the systems designed and implemented, provides adequate internal control commensurate with the size and operations of the Company. A world-class Oracle ERP system has been implemented across the organization by KPMG to serve as its information backbone. The Audit Committee of the Board, Statutory Auditors and the top management executives are periodically apprised of its activities and internal audit finding. The Audit Committee of the Company consisting of non-executive independent directors periodically reviews and commends the quarterly, half yearly and annual financial statements of the Company. A detailed note on the functioning of the audit committee forms part of the chapter on Corporate Governance in this Annual Report. The financial statements of the Company are drawn under both Generally Accepted Accounting Standards in India (Indian GAAP) and under International Financial Reporting Standards (IFRS) and the same are audited and certified by two separate independent auditors.

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Revenues The Companys revenues are generated principally from ITbased services and solutions provided on either a fixed-price, fixed-timeframe basis or a time-and-materials basis. In the case of long-term contracts, revenues are accrued and recognised based on the percentage of completion throughout the life of the contract and are recognised upon the achievement of specified milestones identified in the related contract. Income from maintenance contracts is recognised proportionately over the period of the contract. In some cases, a proportion of a contract payment may be retained by the counter party against completion of warranties. To cover potential customer warranty claims, provisions are made according to the profit realised. At completion of the contract, the remaining warranty risk is reassessed. For the financial years ended 30th June, 2009 and 30th June, 2008, consolidated revenues amounted to Rs. 13,728.13 million and Rs. 10,722.14 million, respectively. This represented a growth of 28.0% for the financial year ended 30th June, 2009, as compared to the financial year ended 30th June, 2008. The increase in revenues was attributable to an increased level of business activities from domestic & international markets across all Business Groups and also due to accretion to revenue arising out of international acquisitions made during the earlier and current year. Revenues by Business Segment The table below gives the consolidated revenue analysis by business segment for the periods indicated:
Rs in Million

This represented a growth of 12.6 % for the financial year ended 30th June, 2009, as compared to the financial year ended 30th June, 2008. Similarly, the consolidated revenues from Enterprise Information & Communication Technology Solutions (EICT) and Services amounted to Rs.3,617.32 million and Rs. 1,939.62 million respectively for these two financial years. This represented a growth of 86.5 % for the financial year ended 30th June, 2009, as compared to the financial year ended 30th June, 2008. The increase in revenues was attributable to an increased level of orders from existing customers and increasing business from new customers, and also due to revenue from the newly acquired overseas subsidiaries, the full year revenue of which were consolidated in the accounts of the Company for the financial year ended 30th June 2009. Other Income Other income comprises of dividend income, interest income and also gains /(losses) from currency exchange fluctuations arising from realisations and translations other than losses/gains relating to long term asset/liabilities. For the financial years ended 30 June 2009 and 30 June 2008, other income amounted to Rs. 690.44 million and Rs. 169.75 million respectively. Other income was mainly due to dividend received from investment in debt funds and interest received from investment in fixed deposits with the banks. Other income for financial year ended 30 June 2009 also includes profit on account of repurchase of FCCB,s at a discount to the extent of Rs. 250.30 million. Expenses The Company's expenditure principally consists of material costs, employee costs, administrative and selling expenses, as well as financial and depreciation charges. For the financial years ended 30th June, 2009 and 30th June, 2008, consolidated expenses amounted to Rs. 11,085.82 million and Rs. 8,207.28 million. This represented an increase of 35.1% for the financial year ended 30th June, 2009, as compared to the financial year ended 30th June, 2008. For the financial years ended 30th June, 2009 and 30th June, 2008, consolidated expenses, as a percentage of sales were 80.7 % and 76.6 %, respectively. The table below shows the principal components of the Company's costs for the periods indicated:
2009 (Rs. In Million) Materials Consumed 1,967.94 Employee costs 5,486.66 Other Expenses 1,638.26 Depreciation 1,867.12 Interest Cost 125.84 Total 11,085.82 % to Sales 14.3 40.0 11.9 13.6 0.9 80.7 2008 (Rs. In Million) 2,560.34 3,200.78 1,063.62 1,382.54 8,207.28 % to Sales 23.9 29.9 9.9 12.9 76.6

Segment wise Revenue


Geospatial / GIS Enterprise Design Enterprise Information & Communication Technology Total Segment wise Profit Geospatial / GIS Enterprise Design Enterprise Information & Communication Technology Total

Y.E June 30, 2009

Y.E June 30, 2008

6,195.49 3,915.31 3,617.32 13,728.13

5,305.52 3,477.00 1,939.62 10,722.14

2,621.02 1,487.31 526.93 4,635.26

2,121.94 1,357.71 417.75 3,897.40

For the financial years ended 30th June, 2009 and 30th June, 2008, consolidated revenues from Geospatial Information Solutions (GIS) and Services amounted to Rs.6,195.49 million and Rs. 5,305.52 million, respectively. This represented a growth of 16.8 % for the financial year ended 30th June, 2009, as compared to the financial year ended 30th June, 2008. The consolidated revenues from Engineering Design Solutions (EDS) and Services amounted to Rs. 3,915.31 million and Rs. 3,477.00 million, respectively.

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Material Consumed Material consumed principally comprises of imported packed software, software toolkits, hardware and peripheral parts and spares needed to execute the contracts & projects awarded to the Company and also cost of third party sub-contracting of services. In the financial years ended 30th June, 2009 and 30th June, 2008, material consumed amounted to Rs. 1,967.94 million and Rs. 2,560.34 million. This represented a decline of 23.1% in the financial year ended 30th June, 2009, as compared to the financial year ended 30th June, 2008. For the financial years ended 30th June, 2009 , material consumed as percentage of sales declined to 14.3 % from 23.9 % for the financial year ended 30th June 2008. The change in the level of material consumption as a percentage of sales was attributable to the change in the business mix of solutions and services undertaken by the Company in the relevant periods, the provision of such solutions and services being dependent on the orders that the Company receives and the needs of the Company in order to be able to execute those orders. With the Company moving up in the value chain with its internally developed and acquired IPRs, there is less dependence on third party software products resulting in a reduction in material cost. Employee Costs Employee costs comprise salaries, wages, bonuses, provident fund contributions and welfare expenses. Employee costs increased in the financial years ended 30th June, 2009 to Rs. 5,486.66 million from Rs. 3,200.78 million in financial year ended 30th June, 2008. This represented an increase of 71.4 % for the financial year ended 30th June, 2009, as compared to the financial year ended 30th June, 2008. The increase in employee costs was mainly on account of international acquisitions made during the earlier and current year and also on account of sales mix of these new overseas subsidiaries oriented towards service contracts entailing more of manpower cost. The increase in the cost was also on account of increased utilization of skilled manpower to focus on development of IPRs to enable the Company to go up in the value chain. The employee costs as a percentage of sales increased from 29.9 % in the financial year ended 30th June, 2008 and to 40.0 % in the financial year ended 30th June, 2009. The Company has created an amiable environment that encourages innovation and meritocracy. The Company has evolved a scalable recruitment policy and human resources management process, thereby attracting and retaining high caliber employees The Company takes various steps to ensure high motivation and retention levels for its employees. These include a series of various incentives, bonuses and variable salary component provided based on performance. The Company has always been ranked high both for its healthy employee satisfaction level, low attrition and high retention rates.

Other Expenses Other expenses include electricity expenses, repairs and maintenance, sales promotion expenses, legal and other miscellaneous expenses. In the financial years ended 30th June, 2009 and 30th June, 2008, other expenses amounted to Rs.1,638.26 million and Rs 1,063.62 million respectively. This represented an increase of 54.0 % for the financial year ended 30th June, 2009, as compared to the financial year ended 30th June, 2008. Other expenses as a percentage of sales was at 11.9% in the financial year ended 30th June, 2009 as compared to 9.9 % in the financial year ended 30th June, 2008 and the increase in other expenses was mainly on account of increasing number of facilities and people consequent to recent acquisitions and also general increase in cost of various inputs. Depreciation and Amortisation Depreciation and amortisation is applied to the Company's property, plant and equipment at the rates set out in the notes to the financial statements. The principal depreciation costs relate to the Company's computer plant and machinery and, increasingly, the Company's land and buildings. The company has made extensive investment in development facilities both in its existing unit and new unit like SEZ unit in India on account of the fact that the company's business model is oriented towards an offshore model and also to avail tax benefits available for new unit in SEZ. Almost 80 percent of the engineers / software professionals are located in India, which in turn requires continuous addition to specialized computer systems and solutions. This offshore business model entails large investment in gross block. Depreciation and amortisation expenses for the financial years ended 30th June, 2009 and 30th June, 2008 were Rs. 1,867.12 million and Rs. 1,382.54 million. The Company added specialised computer systems and tools during the financial year ended 30th June 2009 to support its various solutions and services in the domestic and export markets. Due to these additions depreciation and amortization expenses have gone up by 35.1 % for the financial year ended June 30, 2009 as compared to the previous financial year. However, depreciation charges as a percentage of sales increased marginally from 12.9 % in the financial year ended 30th June, 2008 to 13.6 % in the financial year ended 30th June, 2009. Interest Cost Interest cost reflects the interest payable by the Company on its borrowings. Interest cost for the financial years ended 30th June, 2009 and 30th June, 2008 was Rs. 125.84 million and Rs. Nil million respectively. During the current year company and its subsidiaries utilized the lines of credit sanctioned by its bankers for certain acquisitions, capital expenditure and other requirements. However, Company has managed its cashflow prudently and has kept its borrowings at the minimum level.

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Net Income before tax Net income before tax for the financial years ended 30th June, 2009 and 30th June, 2008 amounted to Rs. 3,340.12 million and Rs. 2,684.61 million. This represented an increase of 24.4% over the period. The increases in net income before tax were due to the Company's Organic growth & also inorganic expansion of its activities. The growth in net income before tax is in line with the growth in business. Income tax Income tax expense includes current income tax expense, provision for deferred tax expenses and fringe benefit tax and other tax charges. In the financial years ended 30th June, 2009 and 30th June, 2008 , income tax expense including fringe benefit tax, wealth tax and deferred tax liabilities amounted to Rs. 401.85 million and Rs. 387.80 million respectively. The Company benefits from tax incentives provided to computer software entities in relation to the export of IT services from specially designated STPs and also its operations in SEZ unit in India under Section 10A and 10AA of the Income Tax Act, 1961. The effective tax rate for the Company worked out to 13.0 % in the financial year ended 30 June 2009 and 14.4 % in the financial year ended 30 June 2008. Net Income after tax For the financial years ended 30th June, 2009 and 30th June, 2008, net income after tax amounted to Rs. 2,938.27 million and Rs. 2,305.95 million, respectively. The net profit margin of the Company for the years ended 30th June, 2009 and 30th June, 2008 was 21.4% and 21.5%. The table below shows the Company's amount of net sales and its profit after tax for the periods
2009 (Rs. In Million) Net Sales Profit after Tax 13,728.13 2,938.27 % to Sales 2008 (Rs. In Million) 10,722.14 2,305.95 % to Sales

250,000,000 (two hundred fifty million) equity shares of Rs.10 each, of which 161,006,615 equity shares of Rs.10 each, amounting to Rs. 1610.06 million were issued and fully-paid. During the year a total of 109,064 shares amounting to Rs. 1.09 million were issued to the employees on account of the exercise of stock options. The company did not have any preference shares on its books as on 30 June 09 nor had issued any share warrants except for stock options granted to employees under the Company's Employee Stock Option Plan (in line with the guidelines issued by SEBI). The details as required by SEBI regulations in regard to grant of options are given in Annexure to the Directors' Report. The Company had in its books as on June 30, 2009, Foreign Currency Convertible Bonds (FCCBs) for US $ 111.69 million convertible into equity shares at a conversion price of Rs. 368.70 each. Reserves & Surplus Reserves & Surplus as on 30th June, 2009 was Rs. 12,805.57 million as compared to Rs. 10,247.44 million as on 30th June, 2008. During the year an amount of Rs. 7.13 million was transferred to Share Premium account arising out of shares issued to employees in exercise of stock options. An amount of Rs 388.57 million was transferred to General Reserve from Profit and Loss Account. An amount of Rs 382.30 million was debited to Securities Premium Account towards redemption premium on FCCBs accrued till June 30, 2009. An amount of Rs 130.39 million was credited to Securities Premium Account towards reversal of premium on buy back of FCCBs. Net of dividends and dividend tax, Rs. 8,203.41 million was retained in theProfit&Lossaccount. Investments The Company's investment in liquid mutual funds was Rs. 354.17 million as on 30th June, 2009 as compared to Rs. 2,816.25 million as on 30th June, 2008. The decrease in investment was mainly on account of utilization of funds towards overseas acquisitions and creation of developmental facilities in India. Liquidity and Capital Resources The Company's requirement for liquidity and capital primarily arises from the capital cost of the expansion and development of its infrastructure facilities, and its working capital requirements. Historically, the Company has relied upon a combination of cash generated from operations, working capital facilities from banks and long-term borrowings from financial institutions and also funds raised through various capital issues to fund its requirements.

100.0 21.4

100.0 21.5

The Company has transformed its business model from a portfolio that is service-centric and elevated its offerings to a higher value proposition by focusing on enterprise level solutions .Rolta has developed innovative solutions incorporating its own Intellectual Property which serve as differentiators enabling the Company to sell more effectively and at higher levels of value chain. The Company has leveraged the expertise of overseas subsidiaries acquired recently and also its owned software assets into the existing business of the Company thereby improving the margins in the long term. Share Capital As at 30 June 2009, the Company's authorised share capital was Rs. 2,500,000,000 (two and half billion rupees), comprising

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Cash Flow The following table sets out the Company's consolidated and summarised cash flows for each of the periods indicated:
2009 (Rs. In Million) Cash inflow/(outflow) from operating activities Cash inflow/(outflow) from investment activities( Including Acquisitions) Cash inflow/(outflow) from financing Cash and cash equivalents at the end of year 3,602.68 (6,401.80) 1,576.58 1,375.76 2008 (Rs. In Million) 3,591.81 (6,891.34) (491.72) 2,598.30

equitable mortgage on part of the fixed assets of the parent Company. Other term loans are secured by floating charge on the current assets of the parent Company. The company has in its books unsecured loans amounting to Rs. 6109.04 million representing outstanding Foreign Currency Convertible Bonds (FCCBs) US $ 111.69 million (Rs 5346.60 million) and the redemption premium on the bonds accrued till 30th June, 2009 amounting to Rs 762.44 million. The FCCBs were issued for US $150.0 million (Rs.6111.0 million) by the Company in June 2007 and these Zero Coupon Bonds, if not converted, are redeemable in June 2012 at 139.391 % of its principal amount. The company repurchased in June 2009 FCCB's for US $ 38.31 million (Rs.1833.9 million) as per guide lines issued by RBI. These FCCB's were repurchased at a discount of 25.0% to the accreted value of US $ 43.67 million of FCCB,s. The buy back transaction resulted in a gain of US $ 10.92 million . The Company has recognised a net gain of Rs. 250.22 million on the said buyback as 'Other Income' and reversed by crediting to Securities Premium Account, the redemption premium aggregating to Rs. 130.39 million provided on FCCBs repurchased till 30th June, 2008, the remaining gain having been netted off against the premium provided for 2009-10. With these repurchase FCCB,s for US$ 111.69 million (Rs. 5346.60 million) remain outstanding as on 30th June 2009. As debt these bonds carry no coupon till redemption. As per Accounting Standards there is no need to provide for the premium payable at redemption, since it is only contingent on repayment and not payable if FCCBs are converted into equity shares. However, as a matter of prudence, the Company has provided for the same out of securities premium account as permitted under Indian regulations. In line with the notification dated 31st March, 2009 issued by The Ministry of Corporate Affairs, amending Accounting Standard (AS) 11 The Effects of Changes in Foreign Exchange Rates', the Company has chosen to exercise the option inserted in the standard by the notification. Accordingly with retrospective effect from 01st July 2007 exchange differences on all long term monetary items , to the extent such items are used for financing fixed assets were added to/subtracted from the cost of those fixed assets and depreciated over the balance useful life of the asset and in other cases were accumulated in the 'Foreign Currency Monetary Item Translation difference Account' to be amortised over the balance period of such long term monetary item but not beyond 31st March, 2011. As a result the Company adjusted to the opening General Reserve Rs. 314.83 million (net of depreciation amounting to Rs. 0.20 million) which was recognized in the Profit and Loss Account in previous financial year ended 30th June, 2008, added to fixed assets and capital work-in-progress Rs.746.15 million being the exchange differences on long term monetary items relatable to the acquisition of fixed assets, charged

Net cash inflow from operating activities for the financial years ended 30th June, 2009 amounted to Rs. 3,602.68 million. This represents an increase of 0.3 % for the financial year ended 30th June, 2009, as compared to the financial year ended 30th June, 2008. Net cash outflow from investment activities for the financial year ended 30th June, 2009 amounted to Rs. 6,401.80 million as compared to Rs 6,891.34 million for the financial year ended 30th June, 2008. In line with its policy to create its own infrastructure, the Company added new facilities in the year in line with its increasing business. The Company also made large investment in specialized computer systems and solutions as discussed in detail under the heading Capital expenditure which, accounted for a cash outflow of Rs. 7,638.60 million and consideration for acquisitions accounted for Rs 1,429.98 million in the financial year ended 30th June, 2009. The inflow of Rs 2,666.77 million was represented by sale of investment in Liquid Mutual Funds. Net cash inflow from financing activities for the financial year ended 30th June, 2009, amounted to Rs. 1,576.58 million which included an inflow Rs 8.22 million from issue of new shares out of ESOP Grants. External Commercial Borrowings from 'Bank Of India', and 'Union Bank Of India' and rupee term loan from 'Union Bank of India accounted for an inflow of Rs. 3,848.12 million . The outflow on account of payment of dividends, including dividend tax amounted to Rs 576.02 million in the year ended 30th June, 2009 as compared to Rs. 472.85 million in the year ended 30th June, 2008. The outflow towards the repurchase of FCCB,s was Rs 1,583.67 million and interest payment was Rs. 117.63 million for the year ended 30th June, 2009. Debts The company has in its books secured loans amounting to Rs.3,858.31 million representing 'External Commercial Borrowings' of Rs. 2,537.11 million and 'Other Term Loans' of Rs. 1,321.20 million The external commercial borrowing from Bank of India is secured by floating charge on current assets of the parent Company and from Union Bank of India is secured by way of

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to the Profit and Loss Account Rs. 125.22 million and Carried forward Rs. 154.32 million in the 'Foreign Currency Monetary Item Translation Difference Account' being the amount remaining to be amortised. Capital Expenditure The Company's capital expenditure incurred during the financial years ended 30th June, 2009 and 30th June, 2008 amounted to Rs. 7,638.60 million and Rs. 3,490.91 million. The company is making extensive investment in development facilities like SEZ unit in India including new facilities on account of the fact that the company's business model is oriented towards an offshore model. It is also imperative for the Company to continuously add and upgrade its specialized computer systems and tools in order to support its various solutions and services in the domestic and export market, particularly as such assets are production equipments for the Company for generation of revenue. Additions made to the manpower of the Company also makes it necessary for substantial investment in specialized systems to render this workforce productive. Further such large investments made by the Company has resulted in reduction in overall cost by minimizing lease rentals. Working Capital The Company's working capital (excluding cash and Bank Balance) as at 30th June, 2009 and 30th June, 2008 was Rs. 4,620.16 million and Rs. 3,553.26 million. The Company's receivables as at 30th June, 2009 and 30th June, 2008 were Rs. 5,950.95 million and Rs. 5,017.80 million. The Company 's projects in the domestic and overseas markets are spread over a time horizon of a year to three years with payments linked to individual milestones/completion of each project. Depending on the nature and internal policies of the relevant counter party, upto 20 per cent. of the project value is held back as a retention and is realised by the Company only after expiry of the project and/or warranty period. This process, together with the fact that the payment cycles of Government agencies tend generally to be longer than those in the private sector, leads to an extended receivables cycle. Despite the above and due to the focused effort through strong receivable management, the length of the Company's receivables cycle was maintained at 156 days in the financial year ended 30th June, 2009 as against 153 days in the financial year ended 30th June, 2008 (after annualizing the revenue of subsidiaries acquired during the course of the year). Inventories as at 30th June, 2009 and 30th June, 2008 were Rs.104.52 million and Rs. 214.55 million. Due to better inventory management, judicial sales mix and smoother coordination with partners worldwide, the company has been able to optimize the inventory holding by reducing from 7 days of sales in the financial year ended 30th June, 2008 to 3 days in the financial year ended 30th June, 2009.

Loans and advances were Rs. 1,168.71 million as on June 30, 2009 as against Rs. 945.17 million in June 2008. These are considered necessary to carry out normal business transactions. Current Liabilities and provisions consist of sundry creditors; liability for proposed dividends, provision for income tax etc which stood at Rs. 2,740.20 million as on 30th June, 2009 was in line with current liabilities and provisions of Rs. 2,839.56 million as on 30th June, 2008. Consolidated Financial Results under International Financial Reporting Standards (IFRS). In compliance with the regulation of the London Stock Exchange wherein Company's GDRs have been listed, the Company also prepared its consolidated Accounts for the year ended June 30, 2009 drawn under the International Financial Reporting Standards (IFRS), duly audited in accordance with International Standards on Auditing by M/s Grant Thornton, a leading International Accounting firm. As per the consolidated accounts drawn under IFRS, the Company recorded revenues of Rs. 13728.1 million for the financial year ended June 30, 2009, whilst the net profit after tax for the year was Rs. 1,891.6 million. The difference in the net profit as arrived under the Generally Accepted Accounting Practices in India and net profit under IFRS was Rs. 1,039.3 million which is mainly on account of variation in the method of accounting for depreciation/amortisation (Rs. 223.3 million), share based payments to employees (Rs.27.3 million), accounting for redemption premium and exchange fluctuations on FCCBs ( Rs. 933.9 million) and deferred taxation ( Rs. 145.2 million.) Forward Looking Statement In our report we have disclosed forward looking information so that investors can better understand a company's future prospects and make informed investment decisions. This annual report and other written and oral statements that we make from time to time contain such forward looking statements that set out anticipated results based on management's plans and assumptions. We have tried wherever possible to identify such statements by using words such as ' anticipate', 'estimate', 'expects', 'projects', 'intends', 'plans', 'believes', and words and terms of similar substance in connection with any discussion of future operating or financial performance. We cannot guarantee that any forwardlooking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

149

Directors' Profile
Mr. Kamal K. Singh Promoter, Chairman and Managing Director Mr. Singh is the founder Chairman of the Rolta group of companies. He is a first-generation entrepreneur and promoted the Rolta group in the 1970s. He is recognised as a pioneer in the CAD/CAM/GIS field in India and has over 36 years' experience in all aspects of corporate management including finance, technology and international business. Mr. Singh is a Mechanical Engineer with a Master in Business Administration. Mr. Singh's tenure as the Company's Managing Director is contractually ends on 30th June, 2012 . Mr. Singh's other directorships include Rolta International Inc. (USA), Rolta Saudi Arabia Ltd, Rolta Benelux BV, Rolta Deutschland GmbH, Rolta Middle East FZ-LLC, Rolta UK Limited, Rolta Canada Limited, Rolta Asia Pacific Pty. Ltd. (Australia), Rolta Limited, Rolta Resources Pvt. Ltd., Rolta Properties Pvt. Ltd., Rolta Realty Limited, Rolta Infrastructure & Technology Services Limited, Rolta Infotech Ltd (UK), Rolta Infotech Ltd (Hong Kong), Rolta Infotech (US) Inc, Rolta Infotech (NY) LLC., Rolta Shares & Stocks Pvt. Ltd., Rolta Holding & Finance Corporation Limited, Rolta TUSC Inc. (USA), Piocon Technologies Inc. (USA), Shaw Rolta Limited and Rolta Thales Limited. Mr. Singh is the Honorary Consul-General of Ukraine in Mumbai for the territory of certain Indian States. He is also an Executive Committee member of FICCI, ASSOCHAM and other premier trade organizations. He is the President of the "Association of Geospatial Industries". He has also served on the Board of Punjab National Bank, one of the leading Indian Banks, as a Government of India nominee Director. He has received numerous industry honours like the "The Best IT Man of the Year 2005" award by the Foundation of Indian Industry & Economists, the "Oceantex 2006 Leadership & Excellence" for Technology Service Provider, the "Amity Leadership 2007" award for Sectoral Excellence in IT based Solutions, the "Glory of India" award by the Institute of Economic Studies and the "2007 IMM Award for Excellence as Top CEO" by the Institute of Marketing Management. He has recently been bestowed the "Lifetime Achievement Award" by the august hands of the Hon. Vice President of India, at Map World and the "Geospatial Leadership Award 2008" by Geospatial Today. 150 Mr. R. R. Kumar Director Mr. Kumar is the former Chairman and Managing Director of Union Bank of India and has over 41 years' experience in banking and finance. His academic qualifications include a Bachelors degree in Arts and also in Law. He has been a Director of Rolta since the Company's inception. His other directorships include Haldyn Glass Ltd., KJMC Financial Services Ltd., Eastern Medikit Ltd., Golden Tobacco Ltd., IVP Ltd. and Golden Realty & Infrastructure Ltd. Mr. K. R. Modi Director Mr. Modi is an advocate and solicitor by profession with over 31 years' experience. His academic qualifications include a Bachelors degree in Arts and Law. He is a senior partner with Kanga and Co., advocates and solicitors, who also act as the Company's legal advisors. Mr. Modi has been a Director of Rolta since 1989. Mr. Modi is also a director of Alok Industries Ltd. Lt. Gen. J. S. Dhillon (Retd.) Director Lt. Gen. Dhillon (Retd.) is a former Master General Ordnance (MGO) of the Indian Army, from which he retired in 2001. He holds a Master of Arts degree in Defence Studies and was awarded the Param Vishishtha Seva Medal and the Yuddha Seva Medal for his outstanding service in the Indian Armed Forces. He is also the Managing Director of Millicent Motors Ltd and Director in Agilyst Pvt. Ltd. Mr. Behari Lal Director Mr. Behari Lal is a former member of the Income Tax Appellate Tribunal and is experienced in income tax and legal matters. His academic qualifications include a Bachelors degree in Arts and Law. Mr. Behari Lal has over 36 years of experience in the legal field. Mr. Behari Lal is not a director in any other company. Mr. V. K. Agarwala Director Mr. V. K. Agarwala has experience in various businesses, especially in the field of exports. Mr. Agarwala's academic qualifications include a Masters degree in Arts, a degree in law and a Diploma in Business Management. Mr. Agarwala is a member of the managing committee of The All India Exporters' Chamber. Mr. Agarwala has over 36 years of experience in corporate management and is a director in Prakriti Exports Pvt. Ltd, Shanker Kapda Niryat Pvt. Ltd. and Carreman Fabrics India Ltd., Partner as Karta of HUF namely V & K Associates and also a Governing Council in ICL Education Society.

Mr. V. K. Chopra Director Mr. V. K. Chopra is a Commerce Graduate from Shriram College of Commerce, New Delhi and a Fellow Member of The Institute of Chartered Accountants of India. He has held various top positions during his 38 years of experience in Banks; including 3 years as Chairman & Managing Director in Corporation Bank, Mangalore & SIDBI, Delhi / Lucknow; 3 years as Executive Director in Oriental Bank of Commerce and 31 years as General Manager, Central Bank of India, Mumbai; his last assignment being as a Whole Time Member in SEBI, for about a year. Mr. V. K. Chopra is a Director in Rasandik Engineering Industries India Ltd., Dewan Housing Finance Corporation Ltd., FCH Centrum Direct Ltd., Landmark Properties Development Ltd., RFCL Ltd., Pantaloon Retails India Ltd., Jaybharat Textiles and Real Estate Ltd., Havells India Ltd., Future Finance Ltd., Pegasus Asset Reconstruction Pvt. Ltd., Religare India Asset Management Co. Ltd., Orix Auto Infrastructure Services Ltd., SIDBI Venture Capital Ltd., MetLife Insurance India Ltd., Reliance Capital Pension Fund Ltd. and Milestone Capital Advisors (P) Ltd. Dr Aditya K. Singh Joint Managing Director Dr Aditya K. Singh was appointed as Joint Managing Director of the Company in September 2004. Mr. Singh holds a Masters Degree in Commerce and Business Administration and a Doctorate Degree in International Marketing from the University of Mumbai. His other directorships include Rolta Ltd., Rolta Holding and Finance Corporation Ltd, Rolta Shares and Stocks Pvt. Ltd, Rolta Realty Limited, Rolta Infrastructure & Technology Services Limited, Rolta Infotech Ltd (UK), Rolta Infotech Ltd (Hong Kong), Rolta Infotech (US) Inc., Rolta Infotech (NY) LLC, Rolta Thales Ltd. and Advance Automation And Process Controls Pvt. Ltd. His tenure as Joint Managing Director contractually ends on 30th June 2012. Mr. Atul Dev Tayal Joint Managing Director Mr. Atul Tayal has been with Rolta for 23 years and has served in various managerial capacities in the IT industry. Mr. Tayal's corporate management experience includes marketing, technology and international business. Prior to his appointment on the Board, he was the Executive Director Sales of the Company. His academic qualifications include a Bachelors degree in Commerce and an MBA. He is Director in charge of Shaw Rolta Limited and Managing Director of Rolta Thales Limited. His tenure as Joint Managing Director contractually ends on 16th February 2012.

Mr A. P. Singh Joint Managing Director Mr. A. P. Singh has been with the Company for over 26 years and was appointed as Joint Managing Director in April 2007. His academic qualifications include Bachelors of Technology from IIT, MBA in Marketing and a Diploma in Industrial Management from Delhi University. He has over 36 years of experience and has worked with Siemens, IBM and Metalbox in the past. Mr. A P Singh's other directorships include Rolta International, Inc, Rolta Saudi Arabia Ltd, Rolta Benelux BV, Rolta Deutschland GmbH, Rolta Middle East FZ-LLC, Rolta UK Limited, Rolta Canada Limited, Rolta TUSC Inc., Shaw Rolta Limited, Rolta Thales Limited and Piocon Technologies Inc. His tenure as Joint Managing Director contractually ends on 31st March 2012. Mr. Ben Eazzetta Director & President International Operations Mr. Ben Eazzetta is President International Operations and holds a Bachelor's degree in nuclear engineering & a Master's degree in Mechanical Engineering from Georgia Tech. Prior to joining Rolta Mr. Eazzetta was President, Security, Government & Infrastructure Division of Intergraph Corporation. Prior to his taking over as President of SG&I, he was the COO of Intergraph's power, process and marine division and prior to that he was with Exxon for 12 years with extensive experience in plant economics, improvement programmes, technical initiatives, refinery operations and maintenance. His other directorships include Open Geospatial Forum (Non-Profit), Rolta International, Inc, Rolta Saudi Arabia Ltd, Rolta Benelux BV, Rolta Deutschland GmbH, Rolta Middle East FZ-LLC, Rolta UK Limited, Rolta Canada Limited, Rolta TUSC Inc., Piocon Technologies Inc. He is also Advisor in Advisor Marlin WOIF Strategies (Non-profit). Mr Hiranya Ashar Director Finance & Chief Financial Officer Mr. Hiranya Ashar is Director-Finance and Chief Financial Officer of the Company. He is a Commerce Graduate and an Associate Member of The Institute of Chartered Accountants of India. He has over 12 years of experience in managing corporate finance, project management, financial planning and analysis, funds raising, taxation, audit and investor relations. His tenure as Director- Finance and Chief Financial Officer ends on 31st October 2009.

151

Board of Directors

Dr. Aditya K Singh


Jt. Managing Director

Mr. K K Singh
Chairman & Managing Director

Mr. Ben Eazzetta


Director & President, International Operations

Mr. K R Modi
Independent Director

Mr. R R Kumar
Independent Director

Mr. A P Singh
Jt. Managing Director

Mr. Behari Lal


Independent Director

Mr. V K Agarwala
Independent Director

Mr. Atul D Tayal


Jt. Managing Director

Mr. V K Chopra
Independent Director

Lt Gen J S Dhillon (Retd.)


Independent Director

Mr. Hiranya Ashar


Director, Finance & CFO

152

Management Team

Mr. Satinath Sarkar


Sr VP - EGIS Product Devpt, Intl.

Mr. Rich Niemiec


President - EITS, Intl.

Dr. S R Bhot
Director Ops. - Domestic EITS

Mr. Brad Brown


CTO - Rolta-TUSC

Mr. Mark Woelke


Sr VP- Finance - CFO - Intl. Ops.

Mr. John Sasser


President - MEA

Mr. Robert Winslow Britton


Director Ops. - EGIS

Mr. Reggie Peagler


Exec. VP - EGIS, US

Mr. Anthony Catalano


Sr. VP - EITS Delivery

Mr. Tim Mahoney


President EU / EVP APAC

Mr. Karl Seil


Director Ops. - EDOS

Lt Gen P P S Bhandari (Retd.)


President RTL & Director Ops. - Defense

Mr. Barry Wiebe


Sr. VP - EITS Sales, US

Mr. Blane Schertz


Exec. VP - Intl. BD

Mr. Aloke Chakrabarti


Director Ops. - Administration

Mr. Eli Wawi


President - SWRL

Mr. Donald Davis


Sr. VP - EPM & BI

Mr. Jack T Leahey


Exec. VP - EDOS, US

Mr. Laxmidhar V Gaopande


Director Ops. - EITS S/W Products & Projects

Mr. S K Shirguppi
Director Ops. - Domestic

Mr. John Halsema


Sr. VP Homeland Sec & Pub Safety, US

Mr. Shafiq Jiwani


EVP - EGIS BD, RCL

Mr. Jean-Christophe Rivas Mr. Vinay K Sawarkar


Director Ops. - ERP, IT & HR CTO - RTL

Mr. A C Suresh Babu


Sr. Exec. Director - Engg., SWRL

153

Management Team

Mr. Ashis Kumar Basu


Exec. Director - Engg. & Design Servs.

Mr. Somnath Marthi


Sr. Exec. Director - EGIS Servs.

Mr. Rupam Kiritkumar Vakil


Exec. Director - Engg. Sales

Mr. M K Govind
Exec. Director - Corp. Marketing

Mr. Ravindra Kala


Exec. Director - Finance

Mr. Chandrakant Naik


Exec. Director - SWRL

Mr. Inder Jit Chhabra


Exec. Director - Engg. & Design Servs.

Dr. C D Murthy
Exec. Director - BD - Photogrammetry & Imaging Solutions.

Mr. Kiran Arun Kulkarni


Exec. Director - Oracle & CA Servs..

Mr. Shailesh Railkar


Exec. Director - Project Engg - SWRL

Mr. Sandeep N Ohri


Exec. Director - Business Ops., Def / RTL

Maj Gen Kunal Mukherjee (Retd.)


Exec. Director - Defense Sales

Mr. A O Joseph
Executive Director - HR

Mr. Louis Remedios


Exec. Director - EGIS Servs.

Mr. Anil Kumar Das


Exec. Director - S/W Prod.

Mr. Dineshkumar Kapadia


Exec. Director - Finance

Mr. Richard Bevis


Exec. Director - EITS

Mr. R K Varma
Exec. Director - Admin. & Infrastructure

Mr. Ravindra N Kondekar


Exec. Director - S/W Products

Mr. Rajbir Singh Rathi


Exec. Director - Domestic EGIS

Mr. Kamlesh K Mehta


Exec. Director - ERP.

Mr. S G Mukund
Exec. Director - Domestic Sales

Maj Gen K. C. Mehta (Retd.) Mr. Sushil Dattatray Kulkarni


Exec. Director - Engg. & Design Servs. Exec. Director - Defense

Mr. Anindya Chatterjee


Exec. Director - EDOS

154

Management Team

Mr. Mike Cochran


VP - Rolta-TUSC EPM

Mr. Sanjay Shyam Bellara


Exec. Director - EITS

Mr. Selvapandian Thiruvengadam


Production Director - EGIS

Mr. Umesh Kumar Panthula


Prod. Director - Utilities & Communications

Mr. Bill Lewkow


VP - EITS Sales, West US

Mr. Anand Prakash


Reg. Director - Sales North

Mr. Tejinder P Vohra


VP- EGIS BD, US

Mr. Narayan Domaji Ingole


Prod. Director - Engg. & Design Servs.

Mr. Mike Butler


VP - Rolta-TUSC

Mr. Sunil Mone


Proj. Director - Defense

Mr. Ed Pascua
VP - EITS Sales, US

Mr. Ashok Kumar Gakhar


Prod. Director - RTL

Mr. Roger Baroutjian


VP - EDOS Sales, Middle East

Mr. Thomas Kuruvilla


Prod. Director - Defense

Mr. Dave Ventura


VP - EITS Federal, US

Mr. Venkatesh Kamakoti


Reg. Director - Sales South

Mr. Matthew Vranicar


President Piocon & VP of BIDW, Rolta TUSC (Piocon)

Mr. Bala Gangadhara PRC


Prod. Director - Engg. & Design Servs.

Mr. Reida Elwannas


VP - EGIS Sales, Middle East

Mr. Anantha Krishna Sharma


Prod. Director - Engg. & Design Servs.

Mr. Eric Camplin


VP - EDOS BD

Dr. C R Bannur
Prod. Director - Govt. & Infrastructure Sols

Mr. Bill Toebbe

Mr. Anjum Shahab


Regional Director - Defense

VP - Rolta-TUSC EPM

Mr. Richard Martin


VP - EDOS BD

155

Management Team

Mr. Ignacio Guerrero


Chief Architect Geospatial Products

Mr. Scott Bridges


VP- Sales NA EGIS, US

Mr.Faizal Hasham
Director - EGIS Partner Relations

Mr. Mark Edwards


Director - EGIS Europe

Mr. Satish W Sarwate


Exec. VP - RTL

Mr. Jeff Kuran


Exec. Director - EGIS BD

Mr. Sujee Sabanathan


Director - EGIS Technology Servs.

Mr. Kenneth Bryant


Director - EGIS Tech. Proj., Europe

Dr. Prakash Govind Bendale


Exec. VP - SWRL

Mr. Ali Lalani


Finance Controller - US

Mr. Julian Zambra


Director - EITS Sales, Europe

Mr. Mallik Manem


Director - EDOS Project Delivery

Mr. Somasundaram C
Exec. VP - SWRL

Mr. Nathan Thiya


Sr Director- EGIS Development

Mr. Sameer Babbar


Director - EGIS Sales, Asia Pac.

Mr. Nitin Khadse


Director - EITS Delivery, US

Mr. Biswajit Debray


Exec. VP - SWRL

Mr. Rajen Jariwala


Sr. Director - HR & Admin, US

Mr. John Gallacher


Director - EDOS Sales, Europe

Mr. Shourya Shukla


Director - EGIS Architecture

Mr. Somashekar K Sathnur


Exec. VP - SWRL

Mr. Burk Sherva


Sr. Director - Marketing Rolta-TUSC

Mr. David Kingsbury Mr. Shawn Morgan


Director - EGIS Implementation Director - Sales NA EGIS, US.

Mr. Mohan Shriram Chitale


Exec. VP - SWRL

156

Management Team

Mr. Mandar Karandikar


Sr. VP - SWRL

Mrs. Meenakshi Ganju


Exec. VP - SWRL

Mr. Dharmesh S Desai


Exec. VP - Legal & Company Secretary

Mr. Sunil Dubey


Exec. VP - Defense Sales

Mr. Pramod G Karnavat


Sr. VP - Sales West

Ms. Debjani Ashis Sarkar


Exec. VP - SWRL

Mr. Vinod K Singh


Exec. VP - Corporate IT.

Mr. Ramasubramanian Kasi


Exec. VP - Commercial

Mr. Rajan Achuth Menon


Sr. VP - EGIS Servs.

Mr. Mahesh Madhav Ghanekar


Exec. VP - SWRL

Mrs. Neelima Pandey


Sr. VP - SWRL

Mr. Deepak Sadanand Vedak


Exec. VP - EGIS

Mr. Rafiq Abdul Rehman Rajpuriya


Sr. VP - EGIS Servs.

Mr. Somasundaram Subramanian


Exec. VP - SWRL

Mr. Rohinton Kariman Patel


Sr. VP - SWRL

Mr. Shivnarayan Pareek


Exec. VP - Engg. & Design Servs.

Mr. Ashok Yoganand


Sr. VP - EDOS

Mr. Pramod Kumar Sinha


Exec. VP - SWRL

Mr. Prashant Vishnupant Naik


Sr. VP - SWRL

Mr. Vidyadhar Dalvi


Exec. VP - EITS.

Mr. Nirmal Kumar Kothari


Sr. VP - Infrastructure

Mr. Subodh Mendhurwar


Exec. VP - EITS

Mr. Vilas Pikle Mr. Anil M Sonavane


Exec. VP - EDOS Sr. VP - SWRL

Dr. Deb Jyoti Pal


Sr. VP - S/W Products

157

Management Team
Mr. Dhruvajyoti Sarkar
VP - Engg. & Design Servs.

Mr. Samir Chandrakant Rane


Sr. VP - ERP

Mr. S N Gupta
VP - SWRL

Mr. Deepak Pandhi


Sr. VP - Sales Gujarat

Mr. Sanjay Lal Jagasia


VP - Engg. Sales

Mr. Ashoka Taomar


Sr. VP - EGIS Proj.

Mr. Chandrakant Karkare


VP - Finance

Mr. Paresh Sharad Tipnis


Sr. VP - EITS

Mr. Anand Sharad Sabade


VP - Engg. & Design Servs.

Mr. Ramaiah Manimuthu


Sr. VP - EGIS.

Mr. Hiten Valia


VP - Corp. Marketing

Mr. Shripad Dattatray Tatke


Sr. VP - Defense

Mr. Pampapati
VP - Ship Design Servs.

Mr. Naresh Vasant Kamerkar


Sr. VP - Finance

Mr. Shirish Suresh Sathaye


VP - Engg. & Design Servs.

Mr. Sanjay Kishore


Sr. VP - RTL

Mr. Vinod Singh Rajput


VP - Defense Sales

Mr. Kamlesh Kumar Teckchandani


Sr. VP - Defence

Mr. Virendra Prasad Bhagat


VP - Defense

Mr. Makarand V Shete


Sr. VP - EITS

Mr. Narayan Ramachandra Bhat


VP - Engg. & Design Servs.

Mr. Amit Jain


Sr. VP - Sales North

Mr. Nakka Muralidhara Rao Mr. Harsh Manocha


Sr. VP - EITS. VP - Training Cell

Mr. Prashantkumar Vadavadgi


VP - RTL

158

Management Team
Mr. Vinaykumar S Kumta Mr. Samir Chapadgaonkar
VP - EDOS VP - RTL

Mr. Ravi Kumar Nagalia


VP - RTL

Mr. Joseph Raj Kumar


VP - Defense

Mr. Mohit Bawa Mr. Anant Devadatta Sadekar


VP - Engg. Sales & TMS. VP - Defense

Mr. Srinivas Kangondi


VP - Engg. & Design Servs.

Mr. Ashwani Sindhwani


VP - Defense

Mr. Ashis Bose Mr. Suresh Manickan


VP - Personnel VP - Sales East

Mr. Amitava Kundu


VP - RTL

Mr. H P S Nanda
VP - Defense

Mr. Karandeep Singh Mr. Deepak Hiro Gursahani


VP - Defense VP - Defense.

Mr. R S V Ramana
VP - Defense

Mr. Shamsher Singh


VP - Defense

Mr. Suneel Yadavalli Mr. Nimish Rasik Shanghvi


VP - Engg. Sales. VP - EDOS

Mr. Avdhut Wasudeo


VP - Admin

Mr. Sushil Kumar Patel


VP - RTL

Mr. Bala Krishna Gubba Mr. Saghan Srivastava


VP & Dy. Company Secretary VP - EITS

Mr. Rajiv S Jadye


VP - Proposals

Mr. Satya Nidhi Tandon


VP - RTL

Mr. Prahalad Hiranand Sippy


VP - Personnel

Mrs. Moushumi Roy


VP - EDOS

159

CENTRAL AND REGISTERED OFFICE Rolta Tower A, Rolta Technology Park, MIDC, Andheri (East), Mumbai - 400 093. Tel : +91 (22) 2926 6666, 3087 6543 Fax : +91 (22) 2836 5992 Email : roltacorp@rolta.com CORPORATE OFFICE 21st Floor, Maker Tower F, Cuffe Parade, Mumbai - 400 005. Tel : +91 (22) 2215 3984 Fax : +91 (22) 2215 3994 JOINT VENTURE COMPANIES Shaw Rolta Ltd. Rolta Tower C, Rolta Technology Park, MIDC, Andheri (East), Mumbai - 400 093. Tel : +91 (22) 3087 8000 Rolta Thales Ltd. Rolta Tower C, Rolta Technology Park, MIDC, Andheri (East), Mumbai - 400 093. Tel : +91 (22) 2926 6666, 3087 6543 OVERSEAS SUBSIDIARIES Rolta International Inc. Rolta Center, 5865 North Point Parkway, Alpharetta, GA 30022, USA. Tel : +1 (678) 942 5000 Rolta Tusc Inc. 333 E. Butterfield Road, Suite 100, Lombard, IL 60148, USA. Tel : +1 (630) 960 2909 Rolta Tusc Inc. SOA Center of Excellence 215 Union Blvd., Suite 400, Lakewood, Denver, CO 80228, USA. Tel : +1 (303) 985 2213 Rolta Canada Ltd. 80 Whitehall Drive, Suite #3, Markham, Ontario L3R 0P3, Canada. Tel : +1 (905) 754 8100 Rolta UK Ltd. Suite No. 2, 100 Longwater Avenue, Green Park, Reading, RG2 6GP, United Kingdom. Tel : +44 (1189) 450 011 Rolta Benelux BV Jupiterstraat 96, Building Pluspoint Nr. 2, 2132 HE, Hoofddorp, Postbus 190, 2130 AD Hoofddorp, Netherlands. Tel : +31 (23) 557 1916

Rolta Middle East FZ-LLC Office No. 209-211, Building No. 9, P.O. Box 500106, Dubai Internet City, Dubai, United Arab Emirates. Tel : +971 (4) 391 5212 Rolta Saudi Arabia Ltd. Al-Sulay Area, P.O. Box 68371, Riyadh 11527, Kingdom of Saudi Arabia. Tel : +966 (1) 242 1212 Rolta Asia Pacific Pty. Ltd. Level 17, 201 Miller Street, North Sydney, NSW2060 Australia. Tel : +61 (2) 9959 2444

Bhubaneshwar 47, Madhusudan Nagar, Bhubaneshwar - 751 001. Tel : +91 (674) 239 0190 North Delhi NCR Rolta Technology Park, Plot #187, Phase I, Udyog Vihar, Gurgaon - 122 002. Tel : +91 (124) 423 5129 Chandigarh SCO - 840, 2nd Floor, Shivalik Enclave, NAC, Manimajra, Chandigarh - 160 101. Tel : +91 (172) 273 0254 / 3728 Dehradun 2nd Floor, Raj Plaza, 75, Rajpur Road, Dehradun - 248 001. Tel : +91 (135) 274 2474 South Chennai Century Plaza, 6th Floor, 561 / 562 Mount Road, Chennai - 600 018. Tel : +91 (44) 2432 9107, 2434 9634 Bangalore Mittal Towers, 'C' Wing, 8th Floor, 47 / 6, M. G. Road, Bangalore - 560 001. Tel : +91 (80) 2558 1614 / 1623 Hyderabad 105, 1st Floor, Golden Edifice, 6-3-639, Khairatabad, Hyderabad - 500 004. Tel : +91 (40) 2330 6806, 2339 1083

INDIAN OFFICES West Mumbai Rolta Tower A, Rolta Technology Park, MIDC, Andheri (East), Mumbai - 400 093. Tel :+91 (22) 2926 6666, 3087 6543 Pune 101, Mantri House, 929, Fergusson College Road, Pune - 411 004. Tel : +91 (20) 2565 3772, 2567 8372 Vadodara 303 / 304 Concorde, 3rd Floor, R. C. Dutt Road, Alkapuri, Vadodara - 390 005. Tel : +91 (265) 235 2612, 232 2949 Gandhinagar Plot No. 565 / 1, Sector 8 C, Gandhinagar - 382 008. Tel : +91 (79) 2324 1322 Jamnagar Shree Jamunesh Krupa, Plot No. 15, Rajnagar Residence, Seru Section Road, Jamnagar - 361 006. Tel : +91 (288) 271 0072 Bhopal 2nd Floor, Harrison House, 6 Malviya Nagar, Raj Bhavan Road, Bhopal - 462 003. East Kolkata 501, Lords, 5th Floor, 7/1 Lord Sinha Road, Kolkata - 700 071. Tel : +91 (33) 2282 5756 / 7092

BANKS Union Bank of India Bank of India Central Bank of India SOLICITORS Kanga & Co. STATUTORY AUDITORS Khandelwal Jain & Co. IFRS AUDITORS Grant Thronton COMPANY SECRETARY Dharmesh Desai

160

Rolta Tower A, Rolta Technology Park, MIDC, Andheri (East), Mumbai 400 093. Tel : +91 (22) 2926 6666 / 3087 6543 Fax : +91 (22) 2836 5992 email : investor@rolta.com

www.rolta.com

Rolta Tower A, Rolta Technology Park, MIDC, Andheri (East), Mumbai 400 093. Tel : +91 (22) 2926 6666 / 3087 6543 Fax : +91 (22) 2836 5992 email : investor@rolta.com

www.rolta.com