To,
The Members Rolta India Limited
Dear Members,
Your Directors are pleased to present the 32" Annual Report on the business &
operations of your Company together with Audited Financial Statements & Auditor's
Report for the Financial Year ended March 31,2022.
FINANCIAL HIGHLIGHTS & REVIEW OF PERFORMANCE
Company's financial performance, for the year ended March 31, 2022 is summarised below:
('f in Crore)
Particulan |
Consolidated Financial year ended March 31, 2022 |
Financial year ended March 31, 2021 |
Revenue |
|
|
Sales of IT Solutions and Services |
29.01 |
943.74 |
Other Income |
09.11 |
333.86 |
Total Revenue |
38.12 |
1,277.60 |
Expenses |
|
|
Cost of Materials & Technical Sub-contractors |
08.20 |
666.28 |
Employee Benefit Expenses |
31.59 |
270.49 |
Finance Costs |
755.29 |
957.31 |
Depreciation and Amortization Expenses |
48.52 |
125.04 |
Other Expenses |
39.04 |
65.46 |
Exchange Difference Gain / (Loss) |
24.08 |
4.72 |
Total Expenses |
906.73 |
2,089.31 |
Profit / (Loss) before Exceptional items and tax |
(868.61) |
(811.71) |
Exceptional Items |
185.60 |
(2,857.05) |
Profit / (Loss) before Tax |
(683.00) |
(3,668.77) |
Deferred Tax |
(96.86) |
405.96 |
Tax of Earlier Year |
(67.36) |
- |
Current Tax |
(0.07) |
(1.46) |
Profit / (Loss) for the year |
(712.57) |
(3,264.26) |
Results of Operations and the State of Company's Affair
During the financial year 2021-2022, the Company's consolidated revenue was of ~9.01
Crore as against ~43.74 Crore in previous year, registering a decrease of 96.92% in
Year-on-Year basis. Consolidated loss after tax for the financial year ended March 31,
2022 is ~(712.57) Crore as against loss of ~(3,264.26) Crore in the previous year
registering a reduction of 78.17% in Year-on-Year losses. The basic Earnings Per Share
after exceptional item and tax for the financial year ended March 31, 2022 is ~(42.91) as
against previous period ~(196.81). The basic Earnings Per Share was computed by
considering the weighted average number of shares outstanding during the period as per the
provisions of 'Accounting Standard 20' notified under Section 133 of the Companies Act,
2013 read with Rule 7 of Companies (Accounts) Rule 2014.
Financial perfonnance:
The Financial perfonnance on Standalone basis is as follows:
({ in Crare)
|
Standalone |
|
Particulars |
Financial year ended March 31, 2022 |
Financial year ended March 31, 2021 |
Revenue |
|
|
Sales of IT Solutions and Services |
07.53 |
28.81 |
Other Income |
09.69 |
75.93 |
Total Revenue |
17.22 |
104.75 |
Expenses |
|
|
Cost of Materials & Techoical Sub-contractors |
00.36 |
07.66 |
Employee Benefit Expenses |
12.87 |
32.85 |
Finance Costs |
753.96 |
771.60 |
Depreciation and Amortization Expenses |
41.36 |
71.23 |
Other Expenses |
20.82 |
25.67 |
Exchange Difference Gain / (Loss) |
- |
47.42 |
Total Expenses |
829.40 |
956.43 |
Profit / (Loss) Before Exceptional Items and Tax |
(812.18) |
(851.68) |
Exceptional Items |
190.55 |
(2,417.19) |
Profit / (Loss) Before Tax |
(621.63) |
(3,268.87) |
Tax Expenses/ Deferred tax assets |
(15.49) |
107.17 |
Profit / (Loss) for the year |
(606.14) |
(3,161.70) |
The Company's standalone revenue was 'f07.53 Crore for the financial year ended March
31, 2022 as against 'f28 .81 Crore for the previous financial year ended March 31, 2021
representing ( 96.92%) decrease. The loss after tax for the financial year ended March 31,
2022 is 'f(606.l4) Crore as against 'f(3,161.70) Crore in the previous financial year
ended March 31, 2021 representing reduction in losses by 80.82%.
The Company's standalone net worth is 'f(4,001.49) Crare as on March 31, 2022 and
'f(3,248.05) crare in March 31, 2021. The book value per share on a standalone basis, as
on March 31, 2022 is 'f(36.54) as against'f(195.80) as on March 31, 2021.
BUSINESS OPERATIONS OVERVIEW AND OUTLOOK
Business Overview
Digital Transformation has emerged as a driver of sweeping change in the world around
us. It is the integration of digital techoology into all areas of a business resulting in
fundamental changes of how businesses operate and how they deliver value to customers.
This digital revolution is being fueled by techoologies such as the Cloud, Mobility,
Enterprise/Cyber Security, Internet of Things (loT) and Big Data Analytics, amongst
others.
Rolta with its rare combination of deep Geospatial and Engineering expertise combined
with its IT process and differentiated IP based software packages has established an
enviable track record to help its customers on their Digital Transformation in each of the
areas it serves.
The Company is in position to help various organizations and government bodies to
accelerate the digital transformation by abstracting the complexities of the nexus of
techoologies such as Geospatial, Engineering, Big Data, Internet of Things, Cloud, Cyber
Security, Mobility and Social Media through Rolta's digital transfonnation platfonns and
solutions built on growing portfolio of IPs and replicable software solutions. Rolta had
been uniquely leveraging the exceptional combination of IT, Geospatial and Engineering
domains addressing high growth verticals with proven Rolta IP led solutions panning across
many Patents together with registered copyrights for software packages and will again do
so after ongoing financial restructuring is complete during the financial year 2023-24.
Rolta currently operates in the following verticals;
1. Defence and Security
Rolta continues to serve Indian Defence and Security software market of Command and
Control (C2) & Intelligence, Surveillance and Reconnaissance (lSR) and assisting them
in their Digital Transformation.
War Gaming: Rolta has developed indigenous software application for Aakrosh, the Indian
Army's War gaming project for Counter Insurgency and Counter Terrorism(CIICT) operations.
This will meet the Army's need for smart solutions to provide dynamic and cost -effective
training by simulating operational and strategic scenarios. It is first of its kind War
gaming solution for training Battalion/Company and Platoon levels of the Indian Army to
meet the real challenges being faced by them.
2. Geospatial Solutions
With decades of expertise and leadership in the Geospatial techoologies, Rolta has
built a formidable track record and IP for replicable Smart City Solutions which include
creation of rich geospatial enabled digital repositories, build geo enabled business
critical applications, and deep learning based advanced geospatial anaIytics to drive
business outcomes. The Company has built an enviable portfolio for addressing a wide
spectrum of Smart City requirements cutting across Utilities, Transportation, Environment,
Land Management Public Works, Urban Planning, Disaster Management and Safety amongst
others.
3. Big Data Analytics
The Internet of Things (loT) and Big Data are two techoologies that are changing the
way business is done and is gaining remarkable momentum world over. Rolta's rich heritage
of creating and designing digital repositories enriched with geospatial and engineering
data has uniquely positioned the Company to analyse complex patterns and thereby extract
deep insights from the digital data. The Company addresses the full spectrum of loT and
Big Data analytics maturity journey covering initial advisory, data discovery,
enablement of big data landscape, establishing an asset information model (AIM) to secure
loT integration and culminating in advanced analytics.
Roita Today: The Company continues to work with the investor 'The Streamcast Group' for
an investment upto ~5,500/- crore as per the definitive Letter Of Intent dated May 11,
2019, and thereafter on August 6, 2019 Definitive Restructuring Services Agreement (RSA)
was executed. This will assist Rolta in repayment and restructuring its liabilities
including providing financial assistance. On account of the ongoing COVID-19 pandemic, the
Investor was facing issues and was unable to receive certain permissions from the European
Central Bank and thus RSA was kept on hold.
An Amendment Agreement (Novation Agreement) has been executed between the Company AND
Streamcast Technologies Limited, Malta AND Jump Networks Inc. US on March 23, 2022. This
agreement assigns the Restructuring Service Agreement executed on August 06, 2019 between
the Company and Streamcast Technologies Limited to Jump Networks, Inc. US - holding
Company of Streamcast Technologies Limited, with no changes in terms and conditions.
The said Novation Agreement was executed as Investor (Streamcast Technologies Limited)
had carried out internal restructuring and has established Jump Networks Inc. US as a
holding Company of the group. Therefore, they believe that the European Central Bank
permission will no longer be required to execute RSA through US Company and thus they will
be able to implement the RSA.
The Business activities of the Company are currently limited to UK and the Middle East
region and India to the extent of supporting UK & Middle East operations. The
restructuring will start in Q4 of FY 2022-23 and will be completed by the second quarter
of FY 2023-24. The Company will be revived thereafter and will start ramping up operations
throughout the world.
DIVIDEND
Your Directors have not recommended any dividend for the Financial Year ended March
31,2022. No amount has been transferred to reserve during the year. The Company had
transferred a sum ~48,02,043.00 during the financial year 2021-22 to the Investor
Education and Protection Fund established by the Central Goverrunent. The Said amount
represents Unclaimed Dividend for the financial year 2013-14 with the Company for a period
of 7 years from the date of payment.
SHARE CAPITAL
The paid up equity share capital of the Company as on March 31,2022 was
~1,65,89,13,550/- divided into 16,58,91,355 equity shares of ~1O/- each. During the year
under review, the Company has not allotted any shares under ESOP Plan. Further, the
Company has not issued shares with differential voting rights. The Company has not issued
sweat equity shares and does not have any scheme to fund its employees to purchase the
shares of the Company.
Pursuantto Section 124(6) of the Companies Act, 2013, all shares in respect of which
dividend has not been paid or claimed for seven consecutive years or more shall be
transferred to the Investor Education and Protection Fund. Such activity requires expenses
to be incurred by the Company on a large scale. On account of severe financial crunch
faced by the Company, the Company is yet to transfer 1,08,764 Equity Shares of nO/-each to
Investor Education Protection Fund (IEPF) Account for the Financial Year 2009-10 and also
for subsequent years thereafter. The said transfer will be carried out pursuant to receipt
of RSA funds.
EXTRACTOFTHEANNUALRETURN
Pursuant to the provisions of Section 92(1) of the Companies Act, 2013 ('Act') as
amended by the Companies Amendment Act, 2017, the extract of Annual Return in Form MGT-9
is provided under "Annexure-D" to this Report. Further, pursuant to Section 134
(3) (a) of the Act, a copy of the Annual Return is uploaded on the website of the Company
and the web link of which is:
http://www.rolta.com/wp-co ntent/ u p lo ads/ / pdfs/investor-relations/Rolta Annual
Rq>ort 2022
NUMBER OF MEETINGS OF THE BOARD
A calendar of Meetings is prepared and circulated in advance to the Directors. During
the financial year ended March 31, 2022, Four (4) meetings of the Board were held
including a separate meeting of the Independent Directors. It may be noted that the
Company was admitted under Insolvency and Bankruptcy Code, 2016 by the National Company
Law Tribunal from May 13, 2021 upto August 25, 2021 and hence, no meeting of the Board of
Directors could be held during that period. For details of the meetings of the Board,
please refer to the Corporate Governance Report, which forms part of this report.
VIGIL MECHANISM I WHISTLE BWWERPOLICY
In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013,
the Company has established a Vigil Mechanism named Whistle Blower Policy (WBP) to provide
a formal mechanism to the directors and employees to report their genuine concerns about
unethical behavior, actual or suspected fraud or violation of the Company's Code of
Conduct, if any. No personnel has been denied access to the Audit Committee pertaining to
reporting his/her concern(s) as per WBP mechanism. The details of the WBP is explained in
the Corporate Governance Report and also posted on the website of the Company.
Your Company hereby affirms that no complaints were received during the year.
RISK MANAGEMENT POLICY
The Company has adopted a Risk Management Policy in accordance with the provisions of
the Companies Act, 2013. The Company reviews the execution of Risk Management Plan and
ensures its effectiveness including identification, evaluating, monitoring, and minimizing
identifiable risks.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 ('Listing Regulations'), Board has carried out
an annual evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its Committee( s) after seeking inputs from all the Directors
excluding the Director being evaluated. The details of the Board evaluation is explained
in the Corporate Governance Report which forms part of this report.
REMUNERATION POLICY
The members of the Nomination & Remuneration Committee consists only of Independent
Directors. The Board has, on the recommendation of the NRC, framed a policy for selection
and appointment of Directors, Top Management and their remuneration. The Company's
remuneration policy is driven by the success and performance of the individual employee
and the Company.
The key objective of this policy is:
a) formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating to,
the remuneration of the directors, key managerial personnel and other employees;
b) formulation of criteria for evaluation of performance of independent directors and
the board of directors;
c) devising a policy on diversity of board of directors;
d) identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down and recommend to the board
of directors their appointment and removal.
e) whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors.
f) whether to extend or continue the term of appointment of the Managing Director and
Executive Director, on the basis of the report of performance evaluation of Managing
Director and Executive Director.
10-11 g) recommend to the Board on remuneration payable to the Directors, Key
Managerial Personnel and Top Management. The authority to identify right candidates for
the appointment of Top Management is vested with the Chainnan & Managing Director who
reccommends the list of the same to the NRC. The Human Resource Department will facilitate
in identifying the candidates internally or externally. NRC will consider the list of
various candidates proposed by the Chairman & Managing Director and recommend to the
Board for its consideration and appointment in accordance with the applicable provisions
of the Act and Rules.
COMPOSITION OF AUDIT COMMITTEE
Audit Committee of the Company has been constituted in line with the provisions of
Regulation 18 of the Listing Regulations read with Section 177 of the Companies Act, 2013.
The members of Audit Committee comprise of Ms. Homai A Daruwa1la (Chairperson), Mr.
Ramnath Pradeep and Mr. Kamal K. Singh. More details of the Audit Committee are given in
the Corporate Governance Report.
EMPWYEES STOCK OPTION SCHEME
In accordance with the Employee Stock Options Plan of the company, 8,12,500 Options
were outstanding at beginning of the year. No options were granted or exercised during the
year under consideration. During the year under review 8,12,500 Options have been
surrendered by the holders. Accordingly, there were Nil Options outstanding at end of the
financial year. The particulars required under the SEBI (Share Based Employee Benefits)
Regulations, 2014 are annexed to and forms part of this report as "Annexure-F"
PREVENTION OF INSIDER. TRADING
The Company has formulated a policy for Prevention of Insider Trading with a view to
regulate, monitor and report trading by its employees and other connected persons in
compliance with the SEBI (prohibition of Insider Trading) Regulations, 2015 and the same
has been posted on the website of the Company.
DIRECTORS' RESPONSmILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors to the
best of their knowledge and ability confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed and there are no material departures;
b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit
and loss of the Company for that period
c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
AUDITORS
I. Statutory Auditors
In the Annual General Meeting (AGM) held on December 31, 2020, MIS. J. Kala
& Associates, Chartered Accountants have been appointed Statutory Auditors of the
Company for a period of Five (5) years to hold office till the conclusion of the AGM to be
held in the Calendar year 2025.
During the year under review, Statutory Auditors have expressed their qualified opinion
I remarks in the Audit Report & comments of the Board of Directors are as
under:
For Standalone Financial Statement
Basis for Qualifled Opinion
a) The Company has incurred net loss before tax of f207.10 Crores and f 621.63 Crores,
during the quarter and year ended March 31,2022, respectively and having accumulated
losses of f4,152.25 Crores as on that date. Considering continuing liquidity crunch,
applications pending against the Company in NCLTIDRT and the significant fall in
revenues indicate that presently a material uncertainty exists that may cast significant
doubt on the Company's ability to continue as a going concern.
The financial statement have been prepared on going concern basis as explained in note
no 4 and 5 (a) of the Statement and the same is also dependent upon the implementation of
Restructuring Services Agreement(RSA) pending for more than three years
In view of uncertainty, we are unable to express an opinion as to whether the Company
can operate as a going concern and also to the extent of the effect on the accumulated
losses, assets and liabilities as at the year-end and losses for the year which is
presently not ascertainable.
b) (i) During the year ended March 31, 2021, the Company had adjusted in its books, the
amount receivable from its US subsidiary, Rolta International Inc. (RUS) arising from
devolvement of Standby Letters of Credit (SBLC) and interest thereon against long term
export advances received. Further, the Company has also adjusted amount payable to step
down subsidiary of RUS against the SBLC dues receivable from RUS. The Company has made
necessary applications stating the above facts to Reserve Bank of India for their
permission for adjusting the amount receivable from RUS against the amount payable to
them, which is still awaited.
(ii) We draw attention to Note 6 of the Statement. The Company has adjusted in its
books, the amount receivable from its UK subsidiary i.e. Rolta UK Lirnited (RUK) arising
from devolvement of Standby Letter of Credit (SBLC) and interest thereon against long term
export advance received. Further, the Company has also adjusted the receivables against
the payables and advance of RUK. Similarly the Company has adjusted in its books the
amount receivable from its subsidiary i.e. Rolta Middle East FZ LLC (RME) arising from
devolvement of Standby Letter of Credit (SBLC) and interest thereon against long term
export advance received. Further, the Company has also adjusted the receivables against
the payables and advance of RME. The Company has made necessary application stating the
above facts to Reserve Bank of India for their permission for adjusting the amount
receivable from RUK and RME against the amount payable to them which is still awaited.
Management's views:
a. i) Pursuant to the execution of a definitive Restructuring Services Agreement (RSA)
entered with the Streamcast Group on August 6, 2019, under the terms of which the
Streamcast Group will assist Rolta India Ltd., its group Companies and its subsidiaries in
repayment and restructuring of its liabilities. In view of the difficulties faced by the
Streamcast Group, with the statutory authority in Europe, the company has recently signed
a tripartite amendment agreement on 23'" March, 2022 with Streamcast Group and it's
holding Company Jump Network Inc, USA. The Board has conducted the due diligence of Jump
Network Inc. and are satisfied with their credentials. As per the agreement now the RSA
has been taken over by Jump Network Inc. USA and as per the recent communication from Jump
Network Inc. USA, the RSA is expected to be implemented from October, 2022 onwards.
Thereafter, the Company will be able to come out of the financial crisis and all the
liabilities will be settled by Jump Network Inc. Therefore, Management of the Company is
of the view that the Company continues to be a going concern.
The Company had received the payment of f227.77 Crores out of which amount of 'f.7.
72Crores was deducted towards TDS (Income Tax and GST) and also further deducted 'f.23.18
Crores towards TDS payable by the company for earlier period and remitted the same to the
department directly. Accordingly the company received 'f.l96.87 Crores net of taxes in
Kotak Mahindra Bank:. The said amount was not released by Kotak Mahindra Bank due to the
claim received from Union Bank: of India. The company therefore filed a commercial suit
against Kotak Mahindra Bank in Hon'ble High Court, Mumbai and the matter is sub-judice and
Kotak Mahindra Bank: account became non-operational.
Once the company receives a favorable order from the court, the Company will receive
'f.l96.87 Crores which will help the company to settle all pressing liabilities including
statutory dues etc.
ii) The Company is putting full efforts to realise the balance amount from the
Government department.
b) The Company has adjusted in its books the amount receivable from its UK subsidiary
i.e. Rolta UK Limited (RUK) arising from devolvement of Standby Letter of Credit (SBLC)
and interest thereon against long term export advance received. Further, the company has
also adjusted the receivables against the payables and advance ofRUK.
Similarly the Company has also adjusted in its books the amount receivable from its
subsidiary i.e. Rolta Middle East FZ LLC (RME) arising from devolvement of Standby Letter
of Credit (SBLC) and interest thereon against long term export advance received. Further,
the Company has also adjusted the receivables against the payables and advance of RME.
The Company has made necessary application stating the above facts to Reserve Bank: of
India seeking their permission for the above adjustments and the approval is awaited.
For Consolidated Financial Statement
Basis for Oualified Opinion
a) The Group has incurred net loss before tax of 'f.239.45 Crores and 'f.683.00 Crores,
during the quarter and year ended March 31, 2022, respectively and having accumulated
losses of 'f.7, 980 .13 Crores as on that date. Considering continuing liquidity crunch,
applications pending against the Company in NCLT IDRT and the significant fall in
revenues indicate that presently a material uncertainty exists that may cast significant
doubt on the Company's ability to continue as a going concern.
The financial statement have been prepared on going concern basis as explained in note
no 4 and 5 (a) of the Statement and the same is also dependent upon the implementation of
Restructuring Services Agreement (RSA) pending for more than three years.
In view of uncertainty, we are unable to express an opinion as to whether the Company
can operate as a going concern and also as to the extent of the effect on accumulated
losses, assets and liabilities as at the year-end and losses for the year which is
presently not ascertainable.
b) (i) During the year ended March 31, 2021, the Group had adjusted in its books the
amount receivable from its US subsidiary, Rolta International Inc. (RUS) arising from
devolvement of Standby Letters of Credit (SBLC) and interest thereon against long term
export advances received. Further, the company has also adjusted amount payable to step
down subsidiary of RUS against the SBLC dues receivable from RUS. The Company has made
necessary applications stating the above facts to Reserve Bank: of India for their
permission for adjusting the amount receivable from RUS against the amount payable to
them, which is still awaited.
(ii) We draw attention to Note no. 6 of the Statement. The Company has adjusted in its
books the amount receivable from its UK subsidiary i.e. Rolta UK Limited (RUK) arising
from devolvement of Standby Letter of Credit (SBLC) and interest thereon against long term
export advance received. Further, the Company has also adjusted the receivables against
the payables and advance of RUK. Similarly the Company has adjusted in its books the
amount receivable from its subsidiary i.e. Rolta Middle East FZ LLC (RME) arising from
devolvement of Standby Letter of Credit (SBLC) and interest thereon against long term
export advance received. Further, the Company has also adjusted the receivables against
the payables and advance of RME. The Company has made necessary application stating the
above facts to Reserve Bank: of India for their permission for adjusting the amount
receivable from RUK and RME against the amount payable to them which is still awaited.
Management's views:
a) Pursuant to the execution of a definitive Restructuring Services Agreement (RSA)
entered with the Streamcast Group on August 6, 2019, under the terms of which the
Streamcast Group will assist Rolta India Ltd., its group companies and its subsidiaries in
repayment and restructuring of its liabilities. In view of the difficulties faced by the
Streamcast Group, with the statutory authority in Europe, the company has recently signed
a tripartite amendment agreement on 23'" March, 2022 with Streamcast Group and it's
holding Company Jump Network Inc, USA. The Board has conducted the due diligence of Jump
Network Inc. and are satisfied with their credentials. As per the agreement now the RSA
has been taken over by Jump Network Inc. USA and as per the recent communication from Jump
Network Inc. USA, the RSA is expected to be implemented from October, 2022 onwards.
Thereafter, the Company will be able to come out of the financial crisis and all the
liabilities will be settled by Jump Network Inc, USA. Therefore, Management of the Company
is of the view that the Company continues to be a going concern.
The Company had received the payment of 'f.227.77 Crores out of which amount of'f.7. 72
Crores was deducted towards TDS (Income Tax and GST) and also further deducted 'f.23.18
Crores towards TDS payable by the company for earlier period and remitted the same to the
department directly. Accordingly the Company received 'f.l96.87 Crores net of taxes in
Kotak Mahindra Bank:. The said amount was not released by KotakMahindra Bank due to the
claim received from Union Bank: of India. The company therefore filed a commercial suit
against Kotak Mahindra Bank: in Hon'ble High Court, Mumbai and the matter is sub-judice
and Kotak Mahindra Bank: account became non-operational.
Once the Company receives the favorable order from the court the company will receive
'f.196.87 Crores which will help the company to settle all pressing liabilities including
statutory dues etc.
The Company is putting full efforts to realise the balance amount from the Government
department.
b) The Company has adjusted in its books the amount receivable from its UK subsidiary
i.e. Rolta UK Limited (RUK) arising from devolvement of Standby Letter of Credit (SBLC)
and interest thereon against long term export advance received. Further, the company has
also adjusted the receivables against the payables and advance of RUK.
Similarly the company has adjusted in its books the amount receivable from its
subsidiary i.e. Rolta Middle East FZ LLC (RME) arising from devolvement of Standby Letter
of Credit (SBLC) and interest thereon against long term export advance received. Further,
the company has also adjusted the receivables against the payables and advance of RME.
The Company has made necessary application stating the above facts to Reserve Bank: of
India seeking their permission for the above adjustment and the approval is still awaited.
Further, the observations and comments given by Auditors in their Report read together
with notes to Accounts are self-explanatory and hence do not call for any further comments
under Section 134 of the Companies Act, 2013 and Rules made thereunder.
ii. Secretarial Audit Report
In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company
had appointed MIS. Priyanka Yadav & Associates, Practicing Company Secretary
(ACS No. 48355, COP No. 19836) as the Secretarial Auditor of the Company to undertake the
Secretarial Audit of the Company for the financial year ended March 31, 2022. The report
of the said Secretarial Auditor is enclosed as
12-13
"Annexure E" to this report in form MR-3. The qualifications/ notings given
by Secretarial Auditor have been replied/ subsequently complied with by the Company.
SUBSIDIAR.Y COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company and its subsidiaries, prepared in
accordance with the Accounting Standard 21 notified under Section 133 the Companies Act,
2013 read with Rule 7 of the Companies (Accounts) Rule 2014, form part of the Annual
Report and are reflected in the Consolidated Financial Statements of the Company.
As on March 31, 2022, the Company has 3 Indian subsidiaries out of which 2 are wholly
owned subsidiaries and 10 Direct/ Indirect 100% overseas subsidiaries some of which were
present only upto September 30, 2021. The Company has reorganized during the current year,
its various business groups, considering the present challenges being faced by the
Company.
Section 136 of the Companies Act, 2013 has exempted companies from attaching the annual
reports and other particulars of its subsidiary Companies along with the annual report of
the Company. Accordingly, the Annual Reports of the subsidiaries are not attached with
this Annual Report. However, statement containing salient features of the financial
statements of subsidiaries as per 129 (3) of the Act, is also included in this Annual
Report in "Form AOC-1" as "Annexure A". The financial statements of
the subsidiary companies are available for inspection of the shareholders at the
Registered Office of the Company during the working hours.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
None of the transaction with related parties falls under the scope of Section 188(1) of
the Act. Information on transaction with related parties pursuant to Section 134(3) (h) of
the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in
"Annexure B" in "Form AOC-2" and the same forms part of this report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY
The Company had made an announcement on the Stock Exchanges at Bombay Stock Exchange
and National Stock Exchange on May 11, 2019 announcing an investment of ~S,SOO/- crore by
a high tech international group, "The Streamcast Group". Further in conjunction
to this the Company had executed a Definitive Restructuring Services Agreement (RSA) with
Streamcast Group on August 06, 2019, under the terms of which, Streamcast Group will
assist Rolta in repayment and restructuring its liabilities (including providing financial
assistance) commencing with immediate effect. On account of the ongoing COVID-19 pandemic,
the Investor was facing issues and was unable to receive certain permissions from the
European Central Bank and thus RSA was kept on hold.
An Amendment Agreement (Novation Agreement) has been executed between the Company AND
Streamcast Technologies Limited, Malta AND Jump Networks Inc. US on March 23, 2022. This
agreement assigns the Restructuring Service Agreement executed on August 06, 2019 between
the Company and Streamcast Technologies Limited to Jump Networks, Inc. US - holding
Company of Streamcast Technologies Limited, with no changes in terms and conditions.
The said Novation Agreement was executed as Investor (Streamcast Technologies Limited)
had carried out interna1 restructuring and has established Jump Networks Inc. US as a
holding Company of the group. Therefore, they believe that the European Central Bank
permission will no longer be required to execute RSA through US Company and thus they will
be able to implement the RSA.
Except for the abovementioned Investment announcement for ~S,500/-crore investment by
hi-tech Investor group and definitive RSA and Novation Agreement, there has been no other
material changes and commitments affecting the financial position of the Company during
the financial year.
PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
DEPOSITS
During the Financial Year ended March 31, 2022, the Company has not accepted any
deposits falling within the ambit of Section 73 of the Companies Act, 2013 and The
Companies (Acceptance of Deposits) Rules, 2014.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your Company has an adequate system of interna1 financial control commensurate with its
size and nature of business. Your Company has adopted policies and procedures for ensuring
the orderly and efficient conduct of its business, including adherence to Company's
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (pREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (prevention, Prohibition &
Redressal) Act, 2013. Corporate Harmony Committee (CHC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractua1,
temporary, trainees) are covered under this policy. The policy has been uploaded on the
website of the Company.
Your Company hereby affirms that no complaints were received during the year by the
Corporate Harmony Committee.
DIRECTORS
Retirement by rotation
As per Section 152 (6) of the Act, unless the articles provide for the retirement of
all directors at every Annual General Meeting, not less than two-thirds of the total
number of directors of a public Company shall be liable to determination by retirement of
directors by rotation and one-third of such of the directors for the time being as are
liable to retire by rotation at every annual general meeting shall be those who have been
longest in office since their last appointment, but as between persons who became
directors on the same day, those who are to retire shall, in default of and subject to any
agreement among themselves, be determined by lot.
The Members, at its Twenty Ninth (29"') Annual General Meeting (AGM) held on
September 28, 2019 had re-appointed Lt. Gen. K. T. Pamaik (Retd.) as Joint Managing
Director of the Company, liable to retire by rotation with effect from May 30, 2019.
Accordingly, Lt. Gen. K. T. Pamaik (Retd.), Joint Managing Director of the Company shall
retire by rotation at the ensuing Annual General Meeting and is eligible for
re-appointment. The Director currently, does not offer himself for re-appointment.
Managing Director & Executive Director
Mr. Kama1 K. Singh, Chairman & Managing Director of the Company was appointed in
27'" Annual General Meeting of the Company held on September 23,2017 to hold office
for a period of Five(S) years from July 01, 2017 to June 30, 2022. The term was further
extended upto the conclusion of the 32"" Annual General Meeting to be held in
the year 2022. The Director currently, does not offer himself for re-appointment
Lt. Gen. K. T. Parnaik (Retd.), Joint Managing Director of the Company was appointed in
the 29'" Annual General Meeting of the Company held on September 28, 2019 to hold
office for a period of Three (3) years from May 30, 2019 upto May 29, 2022. The term was
further extended upto the conclusion of the 32"" Annual General Meeting to be
held in the year 2022. The Director currently, does not offer himself for re-appointment
Jndependent Directors
As per Section 149( 10) of the Act, an Independent Director shall hold office for a
term ofupto five consecutive years on the board of a Company, but shall be eligible for
re-appointment on passing a special resolution by the Company for another term of five
consecutive years on the Board of the Company. The Independent Directors of the Company,
Ms. Homai A. Daruwa11a, Non-Executive Independent Director, Mr. Ramnath Pradeep,
Non-Executive Independent Director were re-appointed as Non-Executive Independent
Directors of the Company for a second term of five years and or Wltil they attain the age
of 75 years, whichever is earlier, in their Twenty Ninth (2~ Annual General Meeting of the
Company held on Saturday, September 28, 2019. Mr. Ramdas Gupta, Non-Executive Independent
Director, was appointed for a period of three years or until he attains the age of 75,
whichever is earlier, by the members in their Thirtieth (3lt) Annual
General Meeting of the Company held on December 31,2020.
Ms. Homai Daruwalla, Mr. Ramnath Pradeep, and Mr. Ramdas Gupta Non-Executive,
Independent Directors, are registered under the databank of Independent Directors of the
Indian Institute of Corporate Affairs (IlCA) as an Independent Director and are not
eligible for appearing for proficiency test.
The Company has received declaration from all Independent Directors of the Company
confirming that they meet with criteria of Independence as prescribed under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1) (b) SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015.
CORPORATE SOCIAL RESPONSIBILITY (CSR.) INITIATIVES
The brief outline of the Corporate Social Respotw.'bility (CSR) Policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year are set
out in "Annemre an of this report in the format prescn'bed in the Companies
(Corporate Social Responsibility Policy) Rl1les,
2014. On account of financia1losses faced by the Company in last 3 years, there is no
requirement of incurring CSR by the Company. The policy is available on the website ofthe
Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo prescribed under Section 134 (3) (m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014, is Annexed as 4I.Ann&:xole Gn to
this report.
PAllTICULAIlS OF EMPLOYEES AND RELATED DISCLOSUK.ES
The ratio of the remuneration of each director to the median employee's remuneration
and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013
read with Rlll.e 5(1) of the Companies (Appointment and Remuneration ofManageria1
Personnel) Rules, 2014, are forming part of this report as "Annexule-C"
In terms of the provisions of Section 197(12) of the Companies Act. 2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, there are no employees drawing remuneration in excess of the
limits set out in the said Rules are provided inthe Annexure forming part of the Annual
Report.
ORDERS PASSED BY THE REGULATOB.S OK. COURTS OR.
TRIBUNALS
DuriIJg the financial Year 2021-22, On May 13, 2021 (received by the Company on May 25,
2021), the Hon'ble National Company Law Tn"bunal (NCLT) had. passed an Order in the
matter of Dinesh Gupta vs. R.olta India Limited, appointing Ms. Vandana Garg, as an
Interim Resolution Professional to conduct the Insolvency Resolution Process for Rotta
India Limited.
The Promotor of Company Mr. Kamal K Singh, had. filed a Special Leave Petition (Civil)
with the Hon'ble Supreme Court of India. On August 25, 2021, (received by the Company on
September 13, 2021) the Hon'ble Supreme Court of India, allowed the Special Leave Petition
(Civil) and set aside the impugned order dated May 13, 2021 passed by the Hon'ble NCLT.
The management, under the supervision of the Board. of Directors had. taken control of
the Company and the Powers of the Board were restored, as per the Order passed by the
Hon'ble Supreme Court of India on August 25, 2021.
CORPORATE GOVERNANCE REPORT
The report on Corporate Governance as stipulated under the Listing Regulations forms an
integral part of this Report. The requisite certificate from the Secretarial Auditor of
the Company confirming compliance with the conditions of corporate governance is attached
to the report on Corporate Gove:rnance.
HUMAN RESOURCES
Human Resource policies of the Company are business focused and employee friendly,
providing employees with opportunities to grow professionally as well as penonally.
However, the Company has been facing losses and cash crunch which has caused
unavoidable suffering to its employees. The Company expects that with the induction of new
capital and funds by investor through Restructuring Service Agreement of August 06, 2019,
and Novation Agreement dated March 22,2022, situation will be normalised.
ACKNOWLEDGMENTS
The Board of Directoa wishes to express its sincere appreciation and thanks to all
customers, stakeholders & shareholders for their consistent support and co-operation
for its success.
Your Directors deeply appreciate contributions made by the Roltaites (employees) at all
the levels worldwide and acknowledge their hard work and dedication in ensuring that the
Company consistently performs well even in current turbulent times.
|
Kamal K Singh |
Mumbai |
Chairman & Managing Director |
November 16, 2022 |
DIN: 00260977 |
|