BOARD’S REPORT

To,

The Members

Rolta India Limited

Dear Members,

Your Directors are pleased to present the 26th Annual Report on the business & operations of your Company together with Audited Financial Statements & Auditor's Report for the Financial Year ended 31st March, 2016.

Results of Operations and the State of Company’s Affair

During the year under review, Your Company has registered consolidated revenue for financial year ended March 31, 2016 at Rs. 3,799.59 Crore against Rs. 3,679.46 Crore in previous year, registering a Year-on-Year growth of 3.3 %. The total Consolidated Earnings before interest, tax, depreciation and amortization (EBITDA) for financial year ended March 31, 2016 is Rs. 1,113.71 Crore against Rs. 1,276.62 Crore in previous year, registering a Year -on-Year de­cline in growth of 12.8%. Consolidated profit after tax for the financial year ended March 31, 2016 is Rs. 189.11 Crore as against Rs. 245.17 Crore in previous year.

The basic Earnings Per Share after exceptional item and tax for the financial year ended 31st March, 2016 was Rs. 11.70 as against previous year ended Rs. 15.20. The basic Earnings Per Share was computed by considering the weighted average number of shares outstanding during the period is as per the provisions of 'Ac-counting Standard 20' notified under section 133 Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rule 2014.

The Company's consolidated net worth increased to Rs. 2,508.29 Crore as on 31st March, 2016 from Rs. 2,301.43 Crore in March 31st, 2015, reflecting the inherent strength of the Company. The book value per share as on 31st March, 2016 is Rs. 154.17 as against Rs. 142.65 at the end of March 31, 2015.

The Company's standalone revenue was Rs. 1,829.71 Crore for the financial year ended March 31, 2016 as against Rs. 1,871.50 Crore for the previous financial year ended March 31, 2015 representing 2.2% decrease. The Profit after tax for the financial year ended March 31, 2016 is Rs. 112.23 Crore as against Rs. 716.52 Crore in the previous financial year ended March 31, 2015 after providing for exceptional item on loss of transfer of business amounting to Rs. 653.56 Crore.

Rolta has had to continue incurring significant expenses on a very prestigious and time bound defense project, which requires considerable ongoing investment; while at the same time the Company has suffered unexpected delays in large payment collections,- thereby facing working capital stress over the past few months. Rolta management is diligently working on addressing the overall situation in a comprehensive manner in consultation with its bankers and strategic advisors.

BUSINESS OPERATIONS OVERVIEW AND OUTLOOK

Business Overview

Close to a decade ago Rolta embarked on a significant journey to transform the Company from a predominantly GIS and Engineering Services Company to an IP-led IT organization. This transformation is almost complete and Rolta today is at an inflexion point ready to reap the benefits of investments in building solutions based on the rich and extensive repository of IP. This is expected to enable Rolta to be meaningful in the Digital era and steadily grow in the years ahead.

In the domestic market, the "Make in India" and "Digital India" are two major initiatives that are being driven by the Government of India. Rolta as an Indian organization with its large suite of indigenous intellectual property, is well placed to address these requirements, especially in the vast e-Governance / smart city, defense and security sectors.

On the other hand, globally, the market place is increasingly demanding Digital Transformation solutions, which is the top most priority for organizations across Industries to remain relevant and succeed in the Digital Economy. With its large portfolio of intellectual property (IP), deep industry domain knowledge and the ability to deliver end-to-end solutions, whether for sophisticated BI and Big Data Analytics, or building specialized Enterprise Applications customized for individual verticals, or Mobility, or for creating underlying sophisticated Cloud enabled IT Infrastructure, Rolta is well suited to help organizations in their digital transformation journey.

India Defense and Security

Rolta continues to be in a leadership position in the Indian Defense and Security software market. The Company's world class indigenously developed Military-of-the-Shelf (MOTS) IP has been deployed and proven operationally, across the country. Accordingly, Rolta is considered amongst a handful of highly accomplished companies that meet the stringent 'Make India' vision of the Government. Recently the Defense Procurement Procedure announced by the Ministry of Defense ("MoD"), introduced the categorization of "Indigenously Designed, Developed and Manufactured (IDDM)" as most preferred category for procurement to fulfill this vision. As a result, Rolta is poised to greatly benefit due to its track record and investments in creating indigenous products and solutions for Indian defense over last 20 years.

Battlefield Management System (BMS): Ministry of Defense (MoD) has selected the exclusive consortium of BEL and Rolta as a Development Agency for the Battlefield Management System (BMS) project worth about Rs. 70,000 Crore.

The Battlefield Management System (BMS) is an ambitious Command, Control and Communications (C3) project under the MoD's 'Make India' program. This project will usher digital transformation of the Indian Army's battlefield operations down to the fighting echelons operating at the forward edge of the Tactical Battle Area at the Battalion and Combat Group levels. The BMS solution provides situational awareness and visualization system with the aim of optimizing the operational effectiveness of tactical units.

As a part of its consortium with BEL, Rolta is responsible for the complete BMS application development and software licensing, GIS software and services. Rolta will also jointly work with BEL for manufacturing subsystems for the soldier system, the overall system design, integration, installation, commissioning and maintenance of the BMS programme. The project is progressing well and the BEL-Rolta Consortium has successfully crossed various milestones including the submission of the Detailed Project Report (DPR).

Intelligence, Surveillance and Reconnaissance (ISR): The Company's indigenous ISR solutions have been adopted by Indian Defense with successful deployments at 100s of key military sites. These Image Exploitation Systems are deployed at field formations and utilized to serve critical operational needs of providing essential inputs for operational planning, intelligence acquisition and surveillance.

Rolta is the only Company in India to have developed and released highly sophisticated indigenous ISR software solutions that are used for assessing and interpreting troop movements and enemy build up at forward locations to counter threats like insurgency, infiltration, etc.

Homeland Security: Rolta's indigenous safety solutions include world-class solutions for Homeland Security. Rolta continues to play a strong role in the Security market in India by providing a full range of solutions that cover Command & Control and Mission Critical Communications to equip the police and paramilitary forces with leading technologies. Rolta's indigenous safety solutions, which include field proven software like RoltaGeoCAD™, Rolta Command and Control™ and Rolta Crime Analytics™ have been recognized for the significant value they bring to "Safe City" programs across the nation. These solutions have been implemented for numerous police forces in many states and are being used to speedily respond to citizens.

Geospatial Solutions

It is now well accepted by Industry and Governments that embedding Geospatial technologies in information modelling, analytics and actionable intelligence has greatly increased the value and quality of decision making through enhanced visualisation and locational analytics. Emerging technologies like Cloud, Internet of Things, Mobility, 3D Printing, Augmented 3D Reality, Autonomous Cars, etc., that are driving the Digital revolution, will undoubtedly fuel the need for Geospatial technologies even further. Rolta with its growing leadership in Geospatial Technologies and intellectual property is paving the way for making geospatial technology an integral part of critical business processes across industries.

Rolta has delivered several smart & safe city initiatives across the world. Rolta's innovative solutions have been deployed in smart cities globally and have won many accolades for the value they have brought. Rolta has executed hundreds of projects world-wide leveraging and sharpening its domain expertise. Based on this rich experience and know-how Rolta now has over 30 software products and solutions to address "Smart City" initiatives globally covering smart city initiatives such as City Planning, Citizen Services, eGovernance, Smart Utilities and Transportation to name just a few. Consequently, Rolta is winning large projects globally. In India too, this has placed Rolta in a strong position with respect to Smart City initiatives of the government.

Engineering Digital Information Management Systems

Asset intensive process manufacturing plants have realized the intrinsic value of their Digital Assets and are therefore demanding robust Engineering Information Management systems to exploit them for effective plant management. Rolta is positioned strongly due to its unique ability to integrate its portfolio of enterprise-level IT applications with its engineering domain, thereby raising the value proposition beyond traditional applications and services. This is resulting in Rolta being engaged for large Engineering Digital Information Management projects in North America, Middle East and India.

Enterprise IT Consulting Services

The world of information technology is changing dramatically. According to research analysts, the global digital transformation market is expected to grow to more than one trillion $ by 2020. This digital revolution is being fuelled by technologies such as the Social Media, Mobility, Big Data and Analytics, Cloud, Internet of Things (IoT) amongst others and is responsible for the deluge of digital data which is posing major challenges and offering significant opportunities to organizations.

Rolta is addressing the above through a comprehensive portfolio of solutions. Rolta has integrated its application consulting and infrastructure solutions businesses into a unified offering, which invariably incorporates its IP with comprehensive services to enable customers to get practical solutions from a single vendor.

• IT Infrastructure Solutions and Converged Systems: Provide end-to-end infrastructure solutions and related services. Market is increasingly focusing on Converged and engineered systems. Rolta is well suited based on its decades of experience of providing infrastructure solutions and database / applications services.

• Cloud Transformations: Transform IT Infrastructures and deploy converged systems to a Private or a Hybrid Cloud environment delivering the benefits of elastic Cloud Computing. Rolta leverages its comprehensive "Fusion Cloud" Portfolio to design, implement, and manage these environments for its customers.

• Mobility and Enterprise Security: In this Digital Era Organisations are increasingly embracing Mobility and the ubiquitous Cloud computing for greater accessibility and flexibility. The movement of Data outside the confines of the Organisations Firewall is raising Security issues. Rolta has the experience and its patented IP to provide Security and Mobility solutions to address customer needs.

• Enterprise Applications - Custom and Packages: Infrastructure transformation invariably entails modernization of legacy application and development / integration of new applications. Rolta with its acknowledged expertise in Oracle and Microsoft technologies is able to modernize / implement customised applications including ERP, EPM, BI, Web Portals etc. to enable the customer to optimally exploit their new infrastructure.

• Managed Services: Provide a comprehensive set of ongoing Managed Services that help customers to continually optimize the ROI on their IT investments. Rolta has the ability to provide an extensive range of Managed Services cutting across the Data Center, End User Services, Database and Applications, Middleware and Security and offers 24X7X365 proactive monitoring and management.

Business Intelligence and Big Data Analytics

Analysts are of the opinion that businesses are drowning in data but starving for insights without a systematic way to consistently turn data into informed actions. Digital Insights can become the new currency for business once data can be meaningfully analyzed. The flagship Rolta OneView® Enterprise Suite is a unique, Big Data Analytics packaged solution that addresses the needs of enterprises to exploit the business value of Big Data. By leveraging Rolta's patented technologies for real-time IoT integration of sensor data from disparate operations and business systems, Rolta OneView® offers cross-functional visibility of critical business functions such as Operations, Assets, Maintenance, Reliability, etc.

New product enhancements to Rolta OneView™ during the year has resulted in Data Science driven spatially-enabled Predictive and Prescriptive Analytics for deeper insights and effective

business decisions. Rolta launched its Cloud-based deployment model for Rolta OneView™, providing customers with a much faster roll-out and quick return on investments. As a result of such innovation Rolta has reached an inflexion point with numerous multinational organizations, many of whom are world leaders in various spheres, such as Upstream Oil and Gas, Refining, Petrochemicals, Chemicals, and Utilities electing to evaluate and deploy Rolta OneView™.

Driven by recognition of the Company's IP and the unique benefits of Rolta SmartMigrate™, the automated solution for migration of applications and databases from one technology platform to another, Rolta is being increasingly sought by customers wanting to consolidate technologies. One amongst the many innovations and enhancements carried out during the year includes multi-instance parallel migrations capability for delivering extremely high levels of throughput. As a result, Rolta is engaged in migration and consolidation projects for blue-chip organizations, including a project involving migration of several thousand databases with terabytes of data to SAP HANA platform with near-zero cut-over disruption of live operations in cloud environment.

International Presence

Rolta continues to expand its worldwide footprint in the key markets that it serves. It has successfully executed projects in over 45 countries in all continents. In addition to its direct presence with over 25 offices worldwide, Rolta has appointed several new distributors and forged alliances to extend its geographic reach into untapped markets.

Rolta Today

Rolta today is well positioned to address the huge Digital Transformation opportunities in the markets it serves having made significant investments in the recent years. Rolta offers strong value addition to customers due to its unique IP, differentiated approach, and is poised to reap the benefits of the transformation.

• Rolta is considered amongst a handful of highly accomplished companies that meet the stringent 'Make India' vision of the Government and is poised to greatly benefit due to its track record and investments in creating indigenous products and solutions for Indian defense over last 20 years.

• Address high growth verticals with well-recognized solutions built around Rolta IP with numerous copyrights/patents

• Uniquely leverage the exceptional combination of expertise in IT, Geospatial and Engineering domain to comprehensively address the Digital Transformation aspirations of its customers

• Strategic two-way partnerships with world leaders to exploit cutting edge technology and penetrate newer markets

• Rolta continues to be recognized by industry analysts and technology leaders as a company that truly offers innovative digital solutions tailored for each of the verticals that Rolta serves

DIVIDEND

In order to conserve resources your Directors have not recommended any dividend for the Financial Year ended March 31, 2016. No amount has been transferred to reserve during the year.

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31, 2016 was Rs. 162,70,40,960 divided into 16,27,04,096 equity shares of Rs. 10/- each. During the year under review, the Company has allotted 13,75,000 equity shares of Rs. 10/- under ESOP Plan to the eligible employees of the Company and its subsidiaries. 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.

EXTRACT OF THE ANNUAL RETURN

In terms of provisions of Section 92 (3) of the Companies Act, 2013, read with Rule 12 (1) of Companies (Management and Administration) Rules, 2014, as amended, extract of the Annual Return in form No. MGT — 9 are set out in Annexure D to the Board's Report.

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, 2016, Six (6) meetings of the Board were held with a minimum of one meeting in each quarter in a year and not more than one hundred and twenty days has intervene between two consecutive meetings of the Board. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuant 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. The details of the WBP is explained in the Corporate Governance report and also posted on the website of the Company.

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.

At present the company has not identified any element of risk which may threaten the existence of the company.

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 Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior 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 to:

a) guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b) evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

c) recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

COMPOSITION OF AUDIT COMMITTEE

For the Financial Year, the Audit Committee of the Company has been constituted in line with the provisions of Regulation 18 of Listing Regulations read with Section 177 of Companies Act, 2013. The members of Audit Committee comprised of Mr. V K Chopra (Chairman), Mr. K R Modi, Mr. T C Venkat Subramanian and Mr. Hiranya Ashar who resigned from Directorship effective from February 12, 2016. More details of the Audit Committee is given in the Corporate Governance Report.

EMPLOYEES STOCK OPTION SCHEME

In accordance with the Employee Stock Option Scheme 2014 of the Company, a total number of 975,000 stock options were granted during the year by the Nomination & Remuneration Committee.

The particulars required under the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are annexed to and forms part of this report as Annexure F. No employee was issued Stock Options during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

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 SEBI (Prohibition of Insider Trading) Regulations, 2015 and the same has been posted on the website of the Company.

DIRECTORS' RESPONSIBILITY 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 their 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,

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

AUDITORS

(i) Statutory Auditors

In the Annual General Meeting (AGM) held on November 23, 2013, M/s. Walker Chandiok& Co. LLP, Chartered Accountants have been appointed Statutory Auditors of the Company for a period of Four (4) years to hold office till the conclusion of the AGM to be held in the Calendar year 2018 (subject to ratification by the members at every AGM). Accordingly, M/s. Walker, Chandiok & Co., Statutory Auditor of the Company holds office until the conclusion of the ensuing Annual General Meeting. However, M/s. Walker Chandiok& Co. LLP, Statutory Auditors have expressed that due to their existing preoccupation and commitments, they will not be able to continue as the Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting.

Further, Company at its Extraordinary General Meeting held on May 7, 2016 has appointed M/s. N M Raiji & Co. Chartered Accountants as joint Statutory Auditors in addition to existing Statutory Auditor to hold office until the conclusion of Annual General Meeting to be held in the calendar year 2016. The Company has received letter from M/s. N M Raiji & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013, and that they are not disqualified from such appointment in terms of Section 141 (3) (g) of the Companies Act, 2013 & Rules made thereunder. In terms of requirements of Listing Regulations, M/s. N M Raiji & Co., Chartered Accountants has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Being eligible offer themselves for appointment, accordingly, Board recommends appointment of M/s. N M Raiji & Co. Chartered Accountants as Statutory Auditors of the Company to hold the office as such for a period of Four years upto the conclusion of AGM to be held in the Calendar year 2020, subject to ratification by members at every AGM.

The Auditor's Report for the Financial Year ended March 31, 2016 does not contain any qualification, reservation or adverse remark or disclaimer on the financials / operations of the Company. 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 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 M/s. Virendra Bhatt, Practicing Company Secretary as Secretarial Auditor to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2016. The report of the said Secretarial Auditor is enclosed as Annexure E to this report in form MR-3. The report is self-explanatory and do not call for any further comments.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 notified under Section 133 Companies Act, 2013 read with Rule 7 of 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, 2016, Your Company has 3 Indian and 13 overseas wholly owned Subsidiaries. During the year, the three wholly owned subsidiaries where incorporated namely Rolta Muscat LLC, Rolta Defence and Security Systems Limited (RDSSL) and Rolta Coastal Safety and Security Systems Private Limited (RCSSSPL).

In order to streamline and providing an impetus to the Coastal Safety business and Defence technology business, the Company transferred the Coastal Safety business to RCSSSPL and Defence technology business to RDSSL respectively. This ensured that the operations and management of the other business verticals are independent and more focused. The transfer of said Defencetechnology business was made on a slump sale basis at an enterprise and equity value of Rs. 2003.82 Crores and the transfer of Coastal Safety business was made on slump sale basis at an enterprise and equity value of Rs. 20.19 Crores. The aforesaid valuation/s was done by an Independent valuer. Company had obtained shareholders' approval by way of Postal Ballot on October 6, 2015 for affecting the transfer of Defence technology business. The Defence business was consolidated under a single entity by way of amalgamation of RDSSSL with RCSSSPL. The amalgamation was approved by Hon'ble High Court of Bombay vide its order dated April 22, 2016 with the appointed date being November 30, 2016. Upon amalgamation, all assets and liabilities recorded in the books of RDSSL were transferred to and vested in RCSSSPL pursuant to the Scheme, at the fair values. Post amalgamation, with the approval of Registrar of Companies, Mumbai, the name of RCSSSPL was changed to "Rolta Defence Technology Systems Pvt. Ltd." on May 22, 2016.

As the European business opportunities are being handled through UK and Netherland Subsidiaries, Rolta Deutschland GmbH, a wholly owned subsidiary of the Company was closed on November 17, 2015.

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 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

Your Company does not have any material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

PARTICULARS OF LOANS, GUARANTEES OR INVEST-MENTS

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 31st March, 2016, 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 internal 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 THE 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, contractual, temporary, trainees) are covered under this policy. The policy has been uploaded on the website of the Company.

DIRECTORS

(i) Appointment

Board of Directors at its meeting held on May 30, 2016 has appointed

a) Lt. Gen K.T. Parnaik (Retd.) as Whole-time Director designated as Joint Managing Director — Defence & Security and in charge of Defense & Security business of the Company. Earlier he was President of Rolta's Defense and Security business and had an illustrious career of over 40 years in the Army and held various leadership positions.

b) Mr. Rajesh Ramachandran as Whole-time Director designated as Joint Managing Director - Global Products & Technology Solutions (JMD). Earlier he was President of Global Products & Technology Solutions and CTO, has been elevated to the position of JMD in recognition of his contribution in transforming the Company's business into an IP-led model.

c) Mr. Ramakrishna Prabhu, as Whole-time Director designated as 'Director, Corporate Affairs & CFO'. He has rich experience of nearly 30 years in all aspects of Accounting and Finance Management, including a stint as a senior partner in a leading audit firm.

Their appointment and remuneration are subject to the shareholders' approval in the ensuing Annual General Meeting of the Company.

(ii) Independent Director

The Board of Directors has appointed Mr. Ramnath Pradeep on June 17, 2016, Ms. Homai A Daruwalla and Lt. Gen. Padam Pal Singh Bhandari (Retd.) on July 15, 2016 as Additional Directors designated as Non- executive Independent Directors. The term of additional directors expires at the ensuing Annual General Meeting ('AGM'). Board commends appointment of all the above named additional directors by the members at ensuing Annual General Meeting.

All the aforesaid Directors have submitted the declaration of independence under section 149(7) of the Act, stating that they meet the criteria of Independence as provided under sub­section (6). In the opinion of the Board and as confirmed by these Directors, they fulfills the conditions specified in section 149 (6) of the Act and the Rules made thereunder about their status as Independent Directors of the Company.

(iii) Retirement by Rotation

Mr. Kamal K Singh, Chairman and Managing Director, (in terms of Article 111 (b) of the Articles of Association) and Mr. K R Modi a Non-Executive Independent Director are directors appointed not liable to retire by rotation. All other director Ms. Homai A Daruwalla, Mr. Ramnath Pradeep, Lt.Gen. Padam Pal Singh Bhandari (Retd), Lt. Gen. K T Parnaik (Retd), Mr. Rajesh Ramachandran and Mr. Ramakrishna Prabhu, are appointed during the year and are seeking shareholders' approval for their appointment at the Annual General Meeting, hence no directors is liable to retire by rotation at the ensuing Annual General Meeting.

(iv) Resignations

Mr. V K Agarwala, Independent Director has resigned from the Board w.e.f. November 3, 2015 due to serious health condition. Mr. Hiranya Ashar, Joint Managing Director International Operations & Group Chief Financial Officer (CFO) has resigned from the Board w.e.f. February 12, 2016 to pursue other interests. Mr. Atul Dev Tayal, Joint Managing Director and Chief Operating Officer, (Domestic Operations) has resigned from Directorship w.e.f. May 30, 2016. Mr. T C Venkat Subramanian, Independent Director has resigned from the Board w.e.f. June 10, 2016. Mr. V K Chopra and Mr. M V Nair, both Independent Directors have resigned from the Board w.e.f. June 11, 2016 due to their pressing professional and personal commitments. In view of imbalance of Independent and Non Independent Directors on the Board arising due to the resignations of Independent Directors and due to increased involvement in International Business operations of the group Ms. Preetha Pulusani, Non- Executive Non- Independent Director on the Board of the Company step-down from directorship w.e.f. June 17, 2016

Your Directors place on record deep appreciations for the valu-able services rendered by the aforesaid Directors during their re­spective tenure with the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIA­TIVES

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure H of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the 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 Annexure G to this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLO-SURES

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 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, a statement showing the names and other particulars of the 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. However, having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the Financial Year ended March 31, 2016, no regulator or court or tribunal has passed any significant and material order which is impacting the going concern status and Company's operations in future.

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 Governance.

HUMAN RESOURCES

At Rolta we understand that true competitive advantage is a function of qualified and competent Human Capital. It is the caliber and composition of the employees that provide the greatest predictor of success in changing times and at Rolta we recognize this crucial differentiator.

Your Company takes great pride in its Human Capital and takes significant effort in hiring, advancing and retaining the top talent from across the industry. Rolta's Human Resource Department is committed to groom and develop the employees with the requisite skills and attitudes necessary to excel at workplace and to stay ahead of the competition. Training and consequent learning, therefore, forms an important element of each employee's career growth. Technical and behavioral trainings are provided to Roltaites and are followed by assessment of the impact of learning.

Rolta's Human Resources team is fully committed in building a conducive and performance oriented work environment. A strong performance management system together with a talent management process helps nurture employee careers, groom, create high performance work force, improve productivity and ultimately boosts the Company's bottom line.

Rolta provides energizing and empowering workplace to encourage employees to apply their creativity and talent in achieving business results. We are continuously looking for ways to enhance quality of Human Capital. Employee oriented policies like flexi working hours, annual health checkups, on-premise health center, travel desk, innovative rewards and recognition schemes, etc. help enable Roltaites to deliver their best at work and balance their personal commitments as well. It is thus our constant endeavor to give employees an excellent, professionally rewarding and enriching work environment.

ACKNOWLEDGMENTS

The Board of Directors wishes to express its sincere appreciation and thanks to all customers, suppliers, banks, financial institutions, solicitors, advisors, Government of India, concerned State Governments and other authorities for their consistent support and co-operation for its success.

Your Directors appreciate contribution made by the employees of the Company and acknowledge their hard work and dedication in ensuring that the Company consistently performs well.

For an on behalf of the Board of Directors

Kamal K Singh

Chairman & Managing Director

Mumbai,

July 15, 2016