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    Rolta India Ltd
    Industry :  Computers - Software - Medium / Small
    BSE Code
    ISIN Demat
    Book Value()
    500366
    INE293A01013
    -371.4605047
    NSE Symbol
    P/E(TTM)
    Mar.Cap( Cr.)
    ROLTA
    0
    71.67
    EPS(TTM)
    Face Value()
    Div & Yield %:
    0
    10
    0
     

To

The Members

Rolta India Limited (under Corporate Insolvency Resolution Process)

CIN: L74999MH1989PLC052384

Address: Office: Rolta Tower-A, Rolta Technology Park, 22nd Street Midc- Marol, Andheri (East)- 400093, Mumbai

Your Company, presents to the Members the 34th Annual Report of the Company together with the Audited Financial Statements (Standalone and Consolidated) and the Auditor's Report for the Financial Year ended 31st March, 2024, which includes the Report to the Shareholders.

At the outset, we would like to bring the kind attention of the members towards the significant development of Rolta India Limited. As informed previously, i.e., the Union Bank of India, in its capacity as the financial creditor of Rolta India Limited, had filed an application bearing C.P. (IB) 530/MB/C-I/2020 under Section 7 of the Insolvency and Bankruptcy Code, 2016.

That the Hon'ble National Company Law Tribunal, Mumbai Bench vide its Order dated 19th January, 2023, had admitted the said application and had ordered the initiation of Corporate Insolvency Resolution Process against the Company and had appointed Dr. CS Adv. Mamta Binani having registration number IBBI/IPA-002/IP-N00086/2017-2018/10227 as the Interim Resolution Professional for conducting the CORPORATE INSOLVENCY RESOLUTION PROCESS as envisaged under the provisions of the Code. The Interim Resolution Professional was subsequently appointed as the Resolution Professional.

As per the provisions of Section 17 of the Code, the management of the affairs of the Company was vested in the Resolution Professional and the powers of the Board of Directors of the Company was suspended and exercised by the Resolution Professional. Thereafter, the Resolution Professional has periodically taken necessary steps to comply with the provisions of the Insolvency and Bankruptcy Code and other applicable laws and/or enactments.

Further, after initiation of Corporate Insolvency Resolution Process of the Company, the Resolution Professional in a prompt manner constituted a Committee of Creditors which has held frequent meetings to optimally guide the Resolution Professional and diligently participate in the Corporate Insolvency Process of the Company. That the Resolution Professional, in pursuance with the Insolvency and Bankruptcy Code, published an advertisement and thereafter another revised version of the said advertisement in newspaper inviting expression of interest from eligible Resolution Applicants willing to submit the Resolution Plan.

As the period of 180 days of the Corporate Insolvency Resolution Process was due to expire on 19.07.2023, the Resolution Professional with due approval of the Committee of Creditors had filed an application seeking an extension of a period of 90 days to complete the process of the Corporate Insolvency Resolution Process vide I.A. No. 2798/2023. The Hon'ble NCLT was pleased to grant said extension of 90 days vide Order dated 06.07.2023 passed in I.A. No. 2798 of 2023.

Afterwards, due to various impediments and challenges faced in the Corporate Insolvency Resolution Process of the Company, the Resolution Professional, under due approval of the Committee of Creditors, sought various extensions in the Corporate Insolvency Resolution Process period and the Hon'ble NCLT, Mumbai Bench was pleased to grant the necessary extension(s). Thereafter, the Resolution Plan approved by the Committee of Creditors with the requisite majority and consequently, post acceptance of Letter of Intent and submission of Performance Guarantee by the Successful Resolution Applicant, the Resolution Professional filed the aforementioned Resolution Plan for its approval before the Hon'ble NCLT, Mumbai Bench, vide application bearing I.A. no. (Plan) 65 of 2024. That presently the application for approval of Resolution Plan is under consideration for approval before the Hon'ble NCLT, Mumbai Bench.

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

Performance of the Company, on Consolidated & Standalone basis, for the FY ended March 31, 2024 is as summarized below:

Particulars Consolidated
Financial Year Ended March 31, 2024 Financial Year Ended March 31, 2023
Revenue
Sales of IT Solutions and Services - 17.48
Other Income 18.65 0.10
Total Revenue 18.65 17.58
Expenses
Cost of Materials & Technical Sub- Contractors - 11.10
Employee Benefit Expenses 1.62 12.53
Finance Costs 1.01 694.97
Depreciation and Amortization Expenses 32.83 43.24
Others Expenses 7.71 65.59
Total Expenses 43.17 827.43
Profit/(Loss) before Exceptional items tax (24.52) (809.85)
Exceptional items - (81.29)
Profit/(Loss) before Tax (24.52) (891.14)
Deferred Tax 994.28 -
Tax of Earlier year - -
Current Tax - -
Profit/(Loss) for the year (1018.80) (891.14)

 

Particulars Standalone
Financial Year Ended March 31, 2024 Financial Year Ended March 31, 2023
Revenue
Sales of IT Solutions and Services - 2.28
Other Income 18.65 0.01
Total Revenue 18.65 2.29
Expenses
Cost of Materials & Technical Sub- Contractors -- 0.35
Employee Benefit Expenses 1.62 5.99
Finance Costs 1.01 694.97
Depreciation and Amortization Expenses 32.83 40.39
Others Expenses 7.86 26.16
Total Expenses 43.32 767.86
Profit/(Loss) before Exceptional items tax (24.67) (765.55)
Exceptional items - (316.83)
Profit/(Loss) before Tax (24.67) (1,082.38)
Deferred Tax 994.28 -
Tax of Earlier year - -
Current Tax - -
Profit/(Loss) for the year (1,018.95) (1,082.38)

As stated in the preceding paragraphs vis-a-vis the status of Resolution Plan is under consideration before the Hon'ble National Company Law Tribunal, Mumbai Bench for the approval, the Company has been putting in its best efforts to ensure that the limited operations of the Company are continued in the best interest of the Company. The Company is primarily focusing on realizing its unbilled revenues and debtor collection to keep operation a float.

During the financial year 2023-24, the Company's consolidated revenue is nil as against Rs. 17.48 Cr. in previous year, registering a decrease of 100% in year-on-year basis. Consolidated loss after tax for the financial year ended 31st March, 2024 is Rs. 1018.80 Cr. as against Rs. 891.94 Cr. in the previous financial year ended 31st March, 2023

The Company is having website i.e., www.roltaindia.com and therefore, the copy of the Annual return under Sub-section (3) of Section 92 of the Companies Act, 2013 (hereinafter referred as the "Act"), has been placed on the website. Link of the same is given below: www.roltaindia.com

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

In view of the Corporate Insolvency Resolution Process and considering the losses incurred during the period under review, no dividend on the equity shares for financial year ended 31st March 2024 is proposed.

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

There is no change in the nature of business as compared to immediately preceding years.

The Authorised Share Capital of the Company as on 31st March, 2024 was Rs. 2,50,00,00,000 divided into 2,500,000,00 equity shares of Rs. 10/- each.

The Paid-up equity share capital of the Company as on 31st March, 2024 was Rs. 1,65,89,13,550/- divided into 16,58,91,355 equity shares of Rs.10/- each.

There was no change in the Share Capital of the Company during the year under review.

•Disclosure regarding issues of equity shares with differential rights:

The Company has not issued any equity shares with differential rights during the year under review.

•Disclosure regarding issues of Employee Stock Options:

In accordance with Employees Stock Option Plan of the Company, no options were outstanding at the beginning of the year. No options were granted or exercised during the financial year. Details of the Employees Stock Options is disclosed in the financial statements of the Company.

•Disclosure regarding the issues of Sweat Equity Shares:

The Company has not issued any Sweat Equity Shares during the year under review.

It may be noted that, an application for Initiation of Corporate Insolvency Resolution Process was admitted on 19th January, 2023 therefore no meeting of Board of Directors was required to be held after initiation of Corporate Insolvency Resolution Process. As in terms of Section 17(1)(b) of the Insolvency and Bankruptcy Code the powers of the Board of Directors, shall stand suspended and is being exercised by the Interim Resolution Professional/Resolution professional as the case may be.

Therefore, during the year under review no Board Meetings were held.

As required in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is annexed to this Report and provides details on overall industry Structure and Developments during the financial year under review.

The Company is under Corporate Insolvency Resolution Process since 19th January, 2023. Therefor no meetings of the Board of Directors were held during the year under review. Therefore, the Secretarial Standards i.e. SS-1 relating to the meetings of the Board of Directors are not applicable and SS-2 i.e. relating to General Meetings have been followed by the Company to the extent possible.

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 to provide a formal mechanism to the directors and employees to report the genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct, if any.

No personnel has been denied access to the concerned person pertaining to reporting his/her Concern(s) as per Vigil mechanism. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

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

The Company has put in place a mechanism to identify, assess, monitor and mitigate various risks associated with the business. Risks are analyzed and corrective actions are taken for managing/mitigating them. In line with the regulatory requirements, the Company has in place the Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policies and procedures.

As the Company is under Corporate Insolvency Resolution Process since 19th January, 2023, the powers of the Board of Directors remained suspended. The affairs of the Company were being conducted by the Resolution Professional during the financial year under review. Consequently, no meetings of the Directors were held during the financial year 2023-24 for such evaluation.

Prior to Corporate Insolvency Resolution Process, as and when required the Company used to conduct programmes for familiarization of Independent Directors with the Company and details of such programmes were updated on its website i.e. http://www.rolta.com. Further, roles, rights, responsibilities of Independent Directors in the Company, nature of the industry in which the Company operates, business model of the Company and other related matters are available on the Company's website. However, in view of Corporate Insolvency Resolution Process during the period under review, it was not required to conduct programmes for familiarization of Independent Directors.

The Company has in place the policies that were duly approved by the erstwhile Board on the recommendations of the Nomination and Remuneration Committee prior to the commencement of Corporate Insolvency Resolution Process. The Company's remuneration policy is driven by the success and performance of the individual employee and the Company.

The key objective of this policy is:

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

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

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

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

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

f) whether to extend or continue the term of appointment of the Managing Director and Executive Director, on the basis of the report of performance evaluation of Managing Director and Executive Director.

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

The powers of Board of Directors and its Committees remained suspended during the year under review and were being exercised by the Resolution Professional in accordance with Sections 17 and 23 of the Insolvency Code. Accordingly, no meetings of the Committees were held during the financial year 2023-24. Further details are given in the Corporate Governance Report annexed in " Annexure - A"

In accordance with Employees Stock Option Plan of the Company, no options were outstanding at the beginning of the year. No options were granted or exercised during the financial year. Details of the Employees Stock Options is disclosed in the financial statements of the Company.

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

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

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

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

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

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

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

I. Statutory Auditors

M/s. Shah & Mantri, Chartered Accountants (ICAI Firm Registration No. 137146W) having its office at 16, Ground Floor, Evershine Mall near Mindspace Link Road, Malad West, Mumbai- 400064 was appointed as the Statutory Auditor in the Annual General Meeting held in Dec, 2022 for the financial year 2022-2023. Corporate Insolvency Resolution Process was initiated against the Company by the Hon'ble National Company Law Tribunal, Mumbai Bench, vide its order dated 19th January 2023. Therefore, agenda for the re- appointment of the statutory auditor for the financial year 2023-24 is required to be approved by the Committee of Creditors pursuant to the provisions of Section 28(1)(m) and other applicable provisions of Insolvency and Bankruptcy Code, 2016.

Annual Report 2023-202

In light of the above, the esteemed Committee of Creditors gave its approval under Section 28(1)(m) of the Code for the re-appointment of M/s Shah & Mantri, Chartered Accountants, having its office at 16, Ground Floor, Evershine Mall near Mindspace Link Road, Malad West, Mumbai- 400064, bearing firm registration no. 137146W for the term of 2 years that is for the financial year 2023- 2024 & 2024-2025, respectively subject to the approval of the shareholders as per the provisions of the Companies Act, 2013 as the Statutory Auditor of the Company.

For the financial year 2023-2024, Shareholders approval for the re-appointment of M/s Shah & Mantri was obtained through postal ballot dated 05.10.2024.

In the ensuing 34th Annual General Meeting of the Company, the members are requested to consider the re-appointment of existing auditor, namely M/S. Shah & Mantri,

Chartered Accountants (ICAI Firm Registration No. 137146W) as the Statutory Auditor of the Company for period of 1 year for the financial year 2024-25.

The Notes on financial statements referred to in the Auditors' Report are selfexplanatory and do not call for any further comments.

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

Observation Reply
a) As per Indian Accounting Standard 36 on "Impairment of Assets", the Company is required to determine impairment in respect of carrying value of Property, Plant & Equipment (PPE). No Impairment of PPE has been carried out by the Management of the Company and therefore, we are unable to obtain sufficient appropriate audit evidence about the recoverable amount of the Company's PPE. Consequently, we are unable to determine whether any adjustments to carrying value are necessary and consequential impacts on the standalone financial statements as on March 31, 2024. Presently, the Company is under Corporate Insolvency Resolution Process and no such impairments at this stage is appropriate.
b) In accordance with the Ind AS 109 "Financial Instruments", the Company is required to recognize corporate guarantees issued at its fair value and then subsequent measurement thereof based on lower of amount of loss allowance and initially recognised fair value less amortisation. The Company had issued corporate guarantees in earlier years in favour of holders of Senior Notes ("Bonds") issued by Rolta LLC and Rolta The remark made is selfexplanatory in nature.
America LLC, wholly owned subsidiaries of Rolta International Inc., USA, a wholly owned subsidiary of the Company (collectively referred as "US subsidiaries"). As stated in note no. 45 to the standalone financial statements, the said corporate guarantees were invoked by the bond holders and accordingly, obligations arising thereon need to be accounted for in accordance with the Ind AS 109. Also, the claims made by the bond holders have been accepted during the CIRP process amounting to Rs. 6,268.80 crores. Due to impracticability of retrospective restatement for impact of invocation of the aforesaid guarantee, comparative financial statements for the year ended 31st March, 2023 have not been restated and the same has been disclosed as contingent liability.
As explained by the Management, as the company had been admitted under CIRP process, it had not recognised the corporate guarantee including the possible obligation arising thereon. In view of the uncertainty associated with the outcome of CIRP Proceedings, the resultant obligation in respect of the corporate guarantee cannot be measured with sufficient reliability and consequently, we are unable to comment on the possible financial impact thereof on the loss for the year liabilities and other equity as on 31st March 2024.
c) As stated in note no. 47 of the standalone financial statements, in earlier years, certain foreign currency payable and receivables between the Company and Rolta International Inc., Rolta UK Limited and Rolta Middle East FZ LLC (collectively referred to as "subsidiaries"), arising mainly on account of invocation of Standby letter of credit (SBLC) issued by the banks on guarantee given by the Company and long-term export advances received from these subsidiaries, had been adjusted without approval of Reserve Bank of India. The Company has made necessary application stating the above facts to Reserve Bank of India (RBI) to seek their permission for adjusting the receivables and payables amounts, The remark made is selfexplanatory in nature.
for which approval from the RBI is still awaited. As the matter is pending for approval, we are unable to comment on the possible financial impact thereof on loss for the year, assets and liabilities and other equity as on 31st March, 2024.
d) Company's investment in certain subsidiaries (refer note 4 of the standalone financial statements) aggregating to Rs. 29.86 Crores are carried at cost, since in the opinion of the management the said investment are fully recoverable. However, these subsidiaries are making continued losses, no major operations, unavailability sufficient evidence, including sufficient evidence, including CIRP process (refer note 43 and 44 of the Standalone financial statements), we are unable to comment upon the adjustments, if any, required to the carrying value of the aforesaid investments and consequential impact, if any on the loss for the year, assets and other equity as on 31st March 2024. The management is hopeful for positive outcome to the tune of investment made. Accordingly, provision(s) where is required has been made in the Books of the Company.
e) We draw attention to note no. 25 and 40 to the standalone financial statement, regarding nonrecognition of interest on borrowing from banks and financial institutions, inter corporate loans post initiation of CIRP with effect from January 19, 2023 on the account of moratorium available under Insolvency and Bankruptcy Code, 2016 ("the Code"). The same is not in compliance with requirements of Ind AS - 23 on "Borrowing Cost" read with Ind AS - 109 on "Financial Instruments". Due to the ongoing Corporate Insolvency Resolution Process, The Hon'ble NCLT has granted Moratorium under Section 14 of the Code. Therefore, no such interest can be recognized in the books of the Company after Corporate Insolvency Resolution Process Commencement date i.e., 19th January, 2023.
f) In accordance with the Insolvency and Bankruptcy Code, the Resolution Professional ("RP") has to receive, collate and admit the claims submitted by the creditors as a part of CIRP process. Such claims can be submitted to the RP till the approval of the resolution plan by the Committee of Creditors. Pending final outcome of CIRP process, no accounting impact in the books of accounts has been made in respect of excess, short, or non-receipts of claims for operational creditors, financial creditors, employees and government dues. Also, the Company's is pursuing various tax matters arising on account of The remark made is selfexplanatory in nature.
assessment notices, inquiry notices, demand/penalty notices issued by various statutory tax / regulatory authorities. In view of admission of the Company under CIRP process and these matters are now subject to CIRP process, we are unable to comment as to whether the aforesaid matters will have any financial impact including recognition of those liabilities in the standalone financial statement, and consequent impact on loss for the year, liabilities and other equity as on 31st March, 2024 (Refer note no. 39 to the standalone financial statements).

Further the reply by the suspended Directors for the observation/remark made in the Consolidated Financial Statements Report are as follows:

Observation Reply
a) As per Indian Accounting Standard 36 on "Impairment of Assets", the Holding Company is required to assess for any indication that the assets have been impaired and carry out the impairment test in respect of carrying value of Property, Plant & Equipment (PPE). No Impairment assessment and testing of PPE has been carried out by the Management of the Holding Company and therefore, we are unable to obtain sufficient appropriate audit evidence about the recoverable amount of the Holding Company's PPE. Consequently, we are unable to determine whether any adjustments to carrying value are necessary and consequential impacts on loss for the year, PPE and other equity of the consolidated financial statements as on 31st March, 2024. Presently, the Company is under CIRP and no such impairments at this stage is appropriate.
b) Attention is drawn to note no. 42 regarding the legal case filed by the certain Holders of Senior Notes against the Holding Company, Rolta International Inc., USA and its subsidiaries ("US Subsidiary") and Rolta UK Limited, Rolta Middle East FZ LLC, Rolta Global BV (Collectively referred to as "Rolta Group Companies") at Hon'ble Supreme Court of the State of New York. The remark made is selfexplanatory in nature.
i. (a) Hon'ble Supreme court of the State of New York vide its orders dated 02nd September, 2020 admitted the claim of the certain Holders for an amount of USD 183 Million plus interest of 9% up to the date of payment against the Holding Company and its US Subsidiary; and
(b) further vide its order dated 20th October, 2020, directed Holding Company and its subsidiaries to turnover their cash on hand and respective investment in stock/membership interest possesses / owned or controlled by them in the Rolta Group companies ("turnover order'). Holding Company has filed a suit with Hon'ble Bombay High Court for grant of interim injunction against the aforesaid orders and the suit is pending before the Hon'ble Bombay High Court.
ii. In a separate order passed by the Hon'ble Supreme Court of the State of New York dated 16th April, 2021 and dated 24th August, 2021, the court appointed a receiver on US Subsidiary and the Holding Company ("Receivership Order'). Accordingly, Receiver appointed by the Court has taken over the Management and Financial control of the US Subsidiary and the Directors appointed by the Holding Company in US Subsidiary have ceased to be member of Board. On 22nd March, 2022, the Holding Company has perfected the appeal before the Appellate Division, First Judiciary department of Hon'ble Supreme Court of State of New York against the above orders, which is still under consideration.
iii. The ‘Senior Note 2013' (Bond 1) and ‘Senior Note 2014' {Bond 2) amounting to USD 126.65 million and USD 372.36 million, issued by US subsidiaries in the year 2013 and 2014 respectively, and which were due for repayment on 16th May, 2018 and 24th July, 2019 respectively, have not been repaid and continue to be outstanding till date. No interest accrual for the period from 17th May, 2018 to 31st March, 2023 on Bond 1 and 25th July 2019 to 31st
March, 2023 on Bond 2. As explained by the Management, as the Bond indenture had not specified on payment of interest on the outstanding loan amount beyond the date of its maturity.
Considering that the orders passed above are under consideration by the court of laws of respective jurisdiction, Rolta International Inc. and its subsidiaries have been continued to be consolidated in accordance with the Ind AS 110 "Consolidated Financial Statements". Also, as the US subsidiaries are under control of receiver, no financial statements/ information of US subsidiaries are available for the period post 30th September, 2021. Accordingly, consolidated financial statements incudes the financial statements of US subsidiaries as at 30th September, 2021. Consequently, we are not able to comment on any adjustments to the carrying values of the assets and liabilities and consequential impacts on the loss for the year, assets/ liabilities and other equity as on 31st March, 2024.
c) Attention is drawn to note no. 24 and 37 to the consolidated financial statement, regarding nonrecognition of interest on borrowing from banks and financial institutions, inter corporate loans by the Holding Company post initiation of CIRP with effect from 19th January, 2023 on account of moratorium available under Section 14 of the Insolvency and Bankruptcy Code, 2016 ("the Code").The same is not in compliance with requirements of Ind AS - 23 on "Borrowing Cost" read with IndAS - 109 on "Financial Instruments". Due to the ongoing Corporate Insolvency Resolution Process, The Hon'ble NCLT has granted Moratorium under Section 14 of the Code. Therefore, no such interest can be recognized in the books of the Company after Corporate Insolvency Resolution Process Commencement date i.e., 19th January, 2023.
d) In accordance with the Insolvency and Bankruptcy Code, the Resolution Professional ("RP") of the Holding Company has to receive, collate and admit the claims submitted by the creditors as a part of CIRP process. Such claims can be submitted to the RP till the approval of the resolution plan by the Committee of Creditors. Pending final outcome of the CIRP process, no accounting impact in the books of accounts has been made in respect of excess, short, or non- The remark made is selfexplanatory in nature.
receipts of claims for operational creditors, financial creditors, employees and government dues. Also, the Holding Company is pursuing various tax matters arising on account of assessment notices, inquiry notices, demand/penalty notices issued by various statutory authorities. In view of admission of the Holding Company under CIRP process and these matters are now subject to CIRP process, we are unable to comment as to whether those matters will have any financial impact including recognition of those liabilities in the consolidated financial statement on the loss for the year, liabilities and other equity as on 31st March, 2024 (Refer note no. 38 to the consolidated financial statements).
e) Attention is drawn to the fact that consolidated financial statements including the unaudited financial statements of Rolta International Inc. USA and its four subsidiaries as at 30th September, 2021, due to non-availability of financial statements/information post the said date, whose financial statement reflect total asset of Rs. 3,143.53 crores. Further, consolidated financial statements including financial statements of Rolta Global BV, USA, Rolta International Inc., USA, Rolta Defence Technology Systems Pvt. Ltd, India and Rolta BI and Big Data Analytics Pvt Ltd., India and their 4 subsidiaries as at March 31, 2023, due to nonavailable financial statements/ information post the said date, whose financial statement reflect total assets of Rs. 1,693.68. The remark made is selfexplanatory in nature.
Consequently, we are not able to comment on any adjustments to the carrying values of the assets and liabilities and consequential impacts on the loss for the year, assets/ liabilities and other equity as on 31st March, 2024.

Fraud Reporting under Section 143(12) made by the Auditors and the Practicing Company Secretary in their Reports:

During the period under review, the auditor has not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) of the Act.

During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act; therefore, no detail is required to be disclosed under Section 134(3) of the Act.

II. Secretarial Auditor

The Provisions related to Secretarial Audit under Section 204 of the Companies Act, 2013 is applicable on your Company. During the year under review, The Resolution Professional has appointed Mr. Tarun Koli, Company Secretaries, to carry out the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report issued by Mr. Tarun Koli, Company Secretaries, is attached as "Annexure-B" to this Report.

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

Observation Reply
1. Pursuant to the provisions of Regulation 6 of SEBI LODR, 2015 read with the provisions of Section 203 of Companies Act, 2013, The company has not appointed Chief Financial Officer and a Company Secretary as Key Managerial Person (KMP) and Compliance Officer under the aforesaid provisions for the period under review. Further, as informed by the Company, Due to the ongoing Corporate Insolvency Resolution Process of the Company the Company is finding difficulty in getting a suitable candidate for the roles. Due to the ongoing Corporate Insolvency Resolution Process, the Company is finding difficulty in getting a suitable candidate for the roles.
2. Pursuant to the provisions of Regulation 23(9) of SEBI LODR, 2015, The Company has not submitted disclosure of the related parties pursuant to aforesaid regulation to the Stock Exchanges. As informed by the Company, due to lack of financial and human resources The remark is self-explanatory in nature, Since the account of the Company was financially stressed, the Company was not having necessary financial and human resources consequentially, the financial results and thereby the
financial results for the relevant period were not prepared and such disclosure were not made. disclosure of the related party and their subsequent transactions for the relevant period were not prepared due to aforesaid resource limitations. Consequently, the relevant disclosures were not made within the stipulated timeframe.
3.Pursuant to Regulation 33 of SEBI LODR, 2015, the Company has not prepared and submitted the Financial Results for the Quarter ended June 2023, September 2023, December 2023 and March, 2024 to Stock Exchanges. As informed by the Company, Due to shortage of skilled manpower and other operational challenges, preparation and collection of Financials data, especially for Foreign Subsidiaries, Consolidated the data is not readily available and hence consuming time. The remark is self-explanatory in nature, Since the account of the Company was financially stressed, the Company was not having necessary financial and human resources. Consequentially, the financial results for the relevant period were not prepared due to aforesaid resource limitations. Consequently, the relevant disclosures were not made within the stipulated timeframe.

The Provisions related to Internal Audit under Section 138 of the Companies Act, 2013 is applicable on your Company. Your Company has appointed M/s. S.M. Kapoor & Co., Chartered Accountants having its office at Dossa Mansion, 3rd Floor, Sir. P.M. Road, Mumbai- 400001, as an Internal Auditor of the Company to carry out the Internal Audit of the Company for the financial year 2023-24.

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

All Independent Directors had given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. However, during/after the closure of Financial Year all the Independent Directors ceased to act as Directors of the Company and as such presently the Company has no Independent Director.

As on 31st March 2024, in terms of the provisions of Companies Act 2013, your Company had following Indian & Foreign subsidiaries:

Indian subsidiaries:

1. Rolta Defence Technology Systems Private Limited

2. Rolta BI and BIG Data Analytics Private Limited

3. Rolta Thales Limited

Foreign subsidiaries:

1. Rolta International Inc. USA (Consolidated)

2. Rolta Middle East FZ-LLC

3. Rolta UK Limited

4. Rolta Global B.V

As on 31st March 2024, in terms of the provisions of Companies Act 2013, your Company doesn't have Associate and joint venture.

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

As on 31st March, 2024, the Company has Indian and foreign subsidiaries. Statement containing salient features of the financial statements of subsidiaries is also included in this Annual Report as "Annexure C".

During the year under review, no Related Party Transactions has been entered under section 188 of the Companies Act, 2013. This is to be informed that since the commencement of Corporate Insolvency Resolution Process no related party transaction was entered into by the Company.

Subject to initiation of Corporate Insolvency Resolution Process against the two Indian Subsidiaries namely Rolta Defence Technology Systems Private Limited and Rolta BI and BIG Data Analytics Private Limited and its consequential effects, there are no material changes during the financial year under review in the Company that would affect the financial position of the Company.

During the year under review, the company has not directly or indirectly given any loan, guarantees or made any investments pursuant to section 185 and 186 of the Companies Act, 2013.

During the financial year ended 31st March, 2024, 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.

The Company has an adequate system of Internal Financial Control commensurate with its size and nature of business. The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and all endeavors have been made for timely preparation and reporting of the financial information.

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. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy has been uploaded on the website of the Company. During the year under review, the Company has not received any complaints.

The Company is undergoing Corporate Insolvency Resolution Process in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016 read with the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations 2016.

It may be noted that after the admission of application under Section 7 of Insolvency and Bankruptcy Code, 2016 on 19th January, 2023. Board of Directors stands suspended under Section 17(1)(b) of Insolvency and Bankruptcy Code, 2016.

The management of the Company and suspended Board of Directors acts under the authority and supervision of Resolution Professional appointed by the Committee of Creditors.

The composition of the Board of the company as on 31st March 2024 are as follows:

S. No. Name of Director Date of Appointment Date of Cessation
1. Mr. Kamal K Singh (Executive Director, Chairman, MD) 01-07-2007 -
2. Ms. Homai A Daruwalla (Non-Executive Independent Director) 15-07-2019 14-07-2024
3. Mr. Ramnath Pradeep (Non-Executive Independent Director) 17-06-2019 16-06-2024
4. Mr. Ramdas Bhagwan Das Gupta (Non-Executive Independent Director) 17-10-2020 16-10-2023
6. Mr. Rangarajan Sundaram (Executive Director) 30-12-2022 -

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

1. Mr. Rangarajan Sundaram was appointed as Additional Director (Executive) with effect from 30th December, 2022 for a term of 2 years and his appointment has been regularized as Director in the 33rd Annual General Meeting held on 30th December, 2023, his term is set to conclude on 29th December 2024. Consequently, this item pertaining to his reappointment is proposed to the shareholders in the ensuing 34th Annual General Meeting.

2. Mr. Kamal K Singh was appointed as an Additional Director, designated as Chairman and Managing Director without any remuneration, perks or commission with effect from 30th December, 2022 for a term of 2 years and his appointment was regularized as Director in the 33rd Annual General Meeting held on 30th December, 2023 and his term is set to conclude on 29th December, 2024. Consequently, this item pertaining to his reappointment is proposed to the shareholders in the ensuing 34th Annual General Meeting.

3. Ms. Homai A Daruwalla was re- appointed as Non-Executive Independent Director in the 29th Annual General Meeting held in the year 2019 with effect from 15th day of July, 2019 for the second term of 5 years. Accordingly, her office of directorship was completed on 14th day of July, 2024. As per the provisions of Section 149 (11) of the Companies Act, 2013, she is no more eligible to act as Non-Executive Independent Director of the Company.

4. Mr. Ramnath Pradeep was re- appointed as Non-Executive Independent Director in the 29th Annual General Meeting held in the year 2019 with effect from 17th day of June, 2019 for the second term of 5 years. Accordingly, his office of directorship was

Completed on 16th day of June, 2024. As per the provisions of Section 149 (11) of the Companies Act, 2013, he is no more eligible to act as Non-Executive Independent Director of the Company.

5. Mr. Ramdas Bhagwan Das Gupta was re- appointed as Non-Executive Independent Director in the 30th Annual General Meeting held in the year 2020 with effect from 17th day of October 2020 for the second term of 3 years. Accordingly, his office of directorship was completed on 16th day of October, 2023. As per the provisions of Section 149 (11) of the Companies Act, 2013, he is no more eligible to act as Non-Executive Independent Director of the Company.

Mr. Kamal K. Singh who has been designated as the Managing Director, and Mr. Rangarajan Sundaram, who is currently serving as the Executive Director of the Company. Their Term of office is set to conclude on 29th December 2024. Therefore, both of them have expressed their consent to be appointed or re-appointed as director(s) of the Company for a term of 1 year with effect from 30th December 2024 or the completion of Corporate Insolvency Resolution Process, whichever is earlier.

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility. The policy is available on the website of the Company.

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

It may also be noted that after the admission of application under Section 7 of Insolvency and Bankruptcy Code, 2016 on 19th January, 2023. The Board of Directors and its Committees stands suspended under Section 17(1)(b) of Insolvency and Bankruptcy Code, 2016.

The Company is still undergoing the Corporate Insolvency Resolution Process. During the year under review no CSR amount has been spent because of the recurring losses. A detailed explanation of Committee is given in the Corporate Governance Report.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is Annexed as "Annexure D" to this report.

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

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 in the Annexure forming part of the Annual Report.

During the year under review, there was no such commission being received by the Managing Director/Whole Time Director from the Company or from Its Holding or Subsidiary Company.

As stated herein before and subject to the Corporate Insolvency Resolution Process proceedings as such no Significant & Material orders passed by the Regulators or Courts or Tribunal during the period under review.

Subject to the terms of the Resolution Plan and Corporate Insolvency Resolution Process proceedings, during the year the Company has not opted for any one-time settlement scheme for the loan taken from Bank(s) or Financial Institution(s). Therefore, there is no difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Bank(s) or Financial Institution(s).

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance. It is pertinent to mention that a Company undergoing Corporate Insolvency Resolution Process, however, is exempted from the requirement of, amongst others, composition of Board Of Directors, constitution, meetings and terms of reference of the audit committee, constitution, meetings and terms of reference of the nomination and remuneration committee, constitution, meetings and terms of reference of the stakeholders' relationship committee as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pursuant to the provisions of Regulation 15(2A)(2B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company places on record its sincere appreciation and gratitude for the assistance and co-operation received from the Financial Institutions, Banks, Government authorities, Customers and Vendors during the year under review. Your Company also wishes to place on record its deep sense of appreciation for the committed services by the Company's executives, staff and workers.

The Company is greatfull to all those with whose help, cooperation and hard work, the Company is able to survive during this hardship.

By order and under the authority of Resolution Professional For Rolta India Limited
Kamal K Singh Rangarajan Sundaram
(Managing Director) (Executive Director & Compliance Officer)
DIN: 00260977 DIN:08650913
Date: 29.11.2024
Place: Mumbai