CORPORATE GOVERNANCE AS AT 31ST MARCH, 2016
1. The Company's Philosophy
The Company adheres to good corporate practices and is constantly striving to better them and adopt emerging best practices. It is believed that adherence to business ethics and commitment to corporate social responsibility would help the Company achieve its goal of maximizing value for all its stakeholders. The Company is committed to good corporate governance and continuously reviews various investor relationship measures with a view to enhance stakeholders' value. The Company has adopted a Code of Conduct for top three tier of management including the Whole-time Directors and Independent Directors besides Group Directors, Vice-Presidents and above. This Code of Conduct is posted on the website of the Company. The Company's Corporate Governance policy has been further strengthened through the "Policy on Prevention of Insider Trading" which is in line with the Securities and Exchange Board of India (SEBI) Regulations in this regard. We firmly believe that Board independence is essential to bring objectivity and transparency in the management and the dealings of the Company. The Company provides detailed information on various issues concerning the Company's business and financial performance to the Board.
The Company has complied with the requirements as laid down in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (Listing Regulations) as set out below.
2. (A) Board of Directors
(i) Composition of the Board:
The Board of Directors of the Company includes individuals who are professionals in their respective areas of specialization and who have held eminent positions. The Board is broad based and comprises of individuals drawn from management, technical and financial fields. The members of the Board are individuals with leadership qualities and strategic insights. The current policy of the Company is to have an Executive Chairman who is also the Managing Director. Directors including Non-Executive Directors are professionally competent. Company has an appropriate mix of Executive and Independent Directors to maintain independence of Board, and as at March 31, 2016, the Board consists of seven members, of which four are Non-Executive Independent Directors. None of the Non-Executive Independent Directors are responsible for day-to-day affairs of the Company. The Board periodically evaluates the need for change in its composition and size. All Directors informed the Company about the Board Membership and Board's Committee Membership they occupy in other companies including Chairmanship in Board / Committee of such companies. Directors notify Company of any change that take place in these disclosures at the Board Meetings. None of the Directors on the Board of the Company are member of more than ten committees and Chairman of more than five committees, across all other public companies in which they are Director. Company Secretary of the Company acts as Secretaries of the Committees as well. The Board's role, functions, responsibilities and accountability are clearly defined.
The Board has unfettered and complete access to all information within the Company and to any of employees. At Board Meetings, Senior Management who can provide additional insights into the items being discussed is invited.
Regular updates provided to the Board inter-alia, include:
• Quarterly results of our operating divisions or business segments.
• Annual, Mid-Term and Long-Term operating plans.
• Minutes of meetings of Audit, Nomination & Remuneration, Stakeholder's Relationship, Corporate Social Responsibility Committee and Management Committee.
• General Notices of Interest received from Directors.
• Dividend data.
• Information on appointment or removal and remuneration of the Key Managerial Personnel (KMP) and officers one level below KMP.
• Materially important litigations, show cause, demand, prosecution and penalty notices.
• Any materially relevant defaults in financial obligations to and by us.
• Details of joint ventures, acquisitions of companies or collaboration agreements.
• Any significant development on the human resources aspect.
• Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order which, may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.
• Sale of material nature of investments, subsidiaries and assets, which are not in the normal course of business.
• Annual performance evaluation by the Board of its own performance and that of its committees and individual directors;
• Appointment of Internal Auditors and Secretarial Auditor;
• Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.
• Details of foreign risk exposure and the steps taken by the management to limit risks of adverse exchange rate movement.
• Status of Compliances, Regulatory, statutory or listing requirements and shareholders service such as Non-Payment of Dividend, Investor Grievances etc.
• Company's annual Financial Results, Financial Statements, Auditors' Report and Board's Report.
• Appointment, remuneration and resignation of Directors.
• Formation/reconstitution of Board Committees.
• Terms of reference of Board Committees.
• Declaration of Independent Directors periodically.
• Disclosure of Directors' interest and their shareholding.
• Significant changes in accounting policies and internal controls.
• Internal Audit findings and External Audit Reports (through the Audit Committee).
• Making of loans and investment of surplus funds.
• Borrowing of monies, giving guarantees or providing security in respect of loans.
• Reconciliation of Share Capital Audit Report under SEBI (Depositories and Participants) Regulations, 1996.
• Compliance of all laws as applicable to the Company.
Information as mentioned in Part A of Schedule II of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 (Listing Regulations) is placed before the Board for its consideration.
(ii) Board Meetings:
During the year ended March 31, 2016, Six (6) Board Meetings were held with a minimum of one meeting in each Quarter. The time gap between any two Board meetings did not exceed 120 days. The dates on which the said meetings were held were as follows:
May 23, 2015; August 14, 2015; September 26, 2015; November 9,
2015, December 5, 2015 and February 12, 2016.
The Board Meetings of the Company are prescheduled and adequate notice and agenda is given well in advance to the members of the Board. The information as required under Part A of Schedule to Regulation 17 of Listing Regulations, is made available to the Board. The Board also reviews the declarations made by the respective department's heads regarding compliance with all applicable laws, at the Board Meeting.
Apart from the Quarterly Board Meetings, the Company convenes additional Board Meetings if required by giving appropriate notice to the Directors to consider specific matters related to the business of the Company. Board Meetings are held generally at the Registered Office or Corporate office of the Company.
The Non-Executive Directors were paid sitting fee for attending each meeting of the Board and Committee meetings respectively. All sitting fees paid to the Non -Executive Directors are fixed by the Board of Directors. The Company has not allotted any Employee Stock Option to Non- Executive directors during the financial year ended March 31, 2016 and no commission has been paid to the Non-Executive Directors for the period under consideration. Details of the fees paid to the Non-Executive Directors are disclosed elsewhere in this report.
Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as required under Section 149(6) of the Companies Act, 2013.
The Company had issued a formal letter of appointment to all Independent Directors and the terms and conditions of their appointment have been disclosed in the website of the Company.
1. The Directorships held by Directors as mentioned above, do not include Alternate Directorships and Directorships in Foreign Companies, Companies Registered under Section 8 of the Companies Act, 2013 and Private Limited Companies. Includes directorships in Public Limited Companies only, excluding directorship in Rolta India Limited. Only Audit Committee and Stakeholders Relationship Committee of Indian Public Companies have been considered for committee positions.
2. No Director of the Company has served as an Independent Director in more than seven listed companies.
3. No Director of the Company is a member in more than ten specified committees or Chairman of such five committees across all other public companies in which they are Director(s). The confirmation in the said regard has been obtained from the Directors. For the purpose of reckoning the limits, Chairmanships/ Memberships of Board Committees include only Audit and Shareholders / Investors Grievance Committees.
Apart from receiving remuneration that they are entitled to under the Companies Act, 2013 as Non-Executive Directors and reimbursement of expenses incurred in the discharge of their duties, none of the Non-Executive Directors has any other material pecuniary relationship or transactions with the Company, its promoters, its Directors, its senior management or its subsidiaries and associates. None of the Directors are inter-se related to each other and further do not hold two percent or more of the total voting power of the Company.
The Directors and senior management of the Company have made disclosures to the Board confirming that there are no material financial and/ or commercial transactions between them and the Company that could have potential conflict of interest with the Company at large.
Separate Meeting of Independent Directors
A separate meeting of Independent Directors of the Company, without the attendance of Non-Independent Directors and members of management, was held on February 12, 2016, as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) to review the performance of the Board as a whole on parameters of effectiveness and to assess the quality, quantity and timeliness of flow of information between the management and the Board.
Mr. K R Modi, Mr. V K Chopra, Mr. T C Venkat Subramanian and Mr. M V Nair attended the Meeting of Independent Directors and Mr. V K Chopra chaired the Meeting.
Board and Director Evaluation and Criteria for Evaluation
The Nomination and Remuneration Committee of the Board has laid down the criteria for performance evaluation of all Directors. The Board has carried out an annual evaluation of its own performance, performance of the Directors, as well as the evaluation of the working of its Committees except the Director concerned being evaluated. The criteria for Board Evaluation include inter alia, degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.
Criteria for evaluation of individual Directors include aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members. Criteria for evaluation of the Committees of the Board include degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.
Your Company follows a structured orientation and familiarization programme through various reports/codes/internal policies for all the Directors with a view to update them on the Company's policies and procedures on a regular basis.
Presentations are made at the Board Meetings on business and performance, long term strategy, initiatives and risks involved. The details of Familiarisation Programme have been posted on the website of the Company viz. <http://www.rolta.com/wp-content/uploads//pdfs/investor->relations/Rolta-Familarization-Program-for-Independent-Directors.pdf.
Code of Conduct
Your Company has adopted a Code of Conduct for members of the Board (incorporating duties of Independent Directors) and the Senior Management. The said code is posted on the website of the Company. The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company. Your Company has received confirmations from all concerned regarding their adherence to the said Code.
Pursuant to Regulation 17 (5)(a) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, the Chairman & Managing Director of the Company confirmed compliance with the Code by all members of the Board and the Senior Management.
Code of Insider Trading
The Company has formulated Insider Trading Policy (Policy) under the SEBI (Insider Trading Regulation), 2015 ("Regulations") with a view to regulate, monitor and report trading in Companies securities by its employees and other connected persons. The Policy is applicable to Promoters and Promoter's Group, all Directors and such designated employees who are expected to have access to unpublished Price sensitive Information (UPSI) relating to the Company. The Policy further requires pre-clearance for dealing in the Company's shares of by the aforesaid persons and their dependents' trades and prohibits the dealing while in possession of UPSI in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code during the year.
The Policy is displayed on Company's website viz. <http://www.rolta>. com/wp-content/uploads//pdfs/investor-relations/Rolta-Insider-Trading-Policy.pdf.
(B) Management Committee
The Management Committee is a Committee of the Board and is authorized to deliberate, act and decide on all matters, which the full Board is otherwise empowered to do, except those matters, which are specifically required by law to be considered and decided by full Board. The Management Committee meets to deliberate and take decisions on various matters which are of relating to day to day business operations covering strategic, financial, corporate, legal, Subsidiary, Share transfer and Investor Grievances. Besides removing administrative difficulties this enables quick decision pertaining to the routine business operations on day to basis.
TThe Management Committee comprised of five Directors, three Executive Directors namely Mr. Kamal K Singh, Mr. A D Tayal and Hiranya Ashar and two Non- Executive Independent Directors namely Mr. V K Agarwala and Mr. K R Modi. Mr Kamal K Singh is the Chairman of the Management Committee. During the year, Mr. Agarwala and Mr. Ashar had resigned from the directorship w.e.f. November 3, 2015 and February 12, 2016 respectively. The minutes of the Management Committee and other Committee meetings are placed before the Board at the immediate following Board Meeting.
Eight (08) Management Committee Meetings were held during the financial year ended March 31 2016.
April 09, 2015; May 14, 2015; July 15, 2015; September 21, 2015; October 9, 2015; November 27, 2015; January 12, 2016; February 23, 2016.
(C) Audit Committee
The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of Listing Regulations, 2015 read with Section 177 of the Companies Act, 2013 ("Act"). All members of the Audit Committee are financially literate and more than one-half of the members have expertise in accounting/financial management.
The representatives of Statutory Auditors are permanent invitees to the Audit Committee Meetings. They have attended all the Audit Committee meetings held during the year.
Four (04) Audit Committee Meetings were held during Financial Year 2015-16. The dates on which the said meetings were held are as follows:
May 23, 2015; August 14, 2015; November 09, 2015 and February 12, 2016.
The Committee invited the Auditors to be present at each of these meetings. The Company Secretary acts as the Secretary of the Audit Committee.
The Audit Committee also advises the management on the areas where internal audit process can be strengthened. The minutes of the meetings of the Audit Committee are circulated to the members of the Committee and placed before the Board.
Terms of Reference: The terms of reference/powers of the Audit Committee have been specified by the Board of Directors and includes all aspects specified under Part C of Schedule II of Regulation 18(3) read with of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 read together with relevant provisions of Companies Act, 2013, as under-
A. The primary objective of the Audit Committee is to monitor and provide effective supervision of the management's financial reporting process with a view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the management, the internal auditors and the independent auditor and reviews the processes and safeguards employed by each.
B. The role of the Audit Committee includes the following:
(1) oversight of the listed entity's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
(2) recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(4) reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
(a) matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
(b) changes, if any, in accounting policies and practices and reasons for the same;
(c) major accounting entries involving estimates based on the exercise of judgment by management;
(d) significant adjustments made in the financial statements arising out of audit findings;
(e) compliance with listing and other legal requirements relating to financial statements;
(f) disclosure of any related party transactions;
(g) modified opinion(s) in the draft audit report;
(5) reviewing, with the management, the quarterly financial statements before submission to the board for approval;
(6) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
(7) reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;
(8) approval or any subsequent modification of transactions of the listed entity with related parties;
(9) scrutiny of inter-corporate loans and investments;
(10) valuation of undertakings or assets of the listed entity, wherever it is necessary;
(11) evaluation of internal financial controls and risk management systems;
(12) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
(13) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
(14) discussion with internal auditors of any significant findings and follow up there on;
(15) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
(16) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
(17) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
(18) to review the functioning of the whistle blower mechanism;
(19) approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;
(20) Carrying out any other function as is mentioned in the terms of reference of the audit committee.
(21) management discussion and analysis of financial condition and results of operations;
(22) statement of significant related party transactions (as defined by the audit committee), submitted by management;
(23) management letters / letters of internal control weaknesses issued by the statutory auditors;
(24) internal audit reports relating to internal control weaknesses; and
(25) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
(26) statement of deviations:
(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
(b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).
(D) Nomination & Remuneration Committee (NRC):
The Committee's constitution and terms of reference are in compliance with provisions of the Companies Act, 2013, Regulation 19(1) of Listing Regulations and Clause 5 of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended from time to time.
Mr. M V Nair, Non-executive Independent Director, Chaired the NRC meeting. Other members of the Committee are Mr. Kamal K Singh, Chairman & Managing Director Mr. V K Agarwala and Mr. K R Modi and Mr. T C Venkat Subramanian, Non-executive Independent Director. Mr. T C Venkat Subramanian was inducted to the NRC after resignation of Mr. V K Agarwala. The Company Secretary acts as the Secretary of the NRC.
Three (03) NRC meeting were held during 2015-16. The dates on which the said meetings were held were as follows:
May 14, 2015; November 9, 2015 and February 12, 2016.
The terms of reference of the NRC, inter alia, includes
(a) Formulation of policy for determining qualifications, positive attributes and independence of a director and recommending to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees and
(b) Identification of persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria as per the policy approved by the Board, also to recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance. The policy of the Company is to remain competitive in the industry, to attract and retain the best talent and appropriately reward employees for their individual performance and contribution to the business.
(c) To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
(d) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.
(e) Formulate Remuneration Policy and a policy on Board Diversity.
(f) Formulation of criteria for evaluation of Independent Directors and the Board;
(g) 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.
(h) Administering, monitoring and formulating detailed terms and conditions of the Employees' Stock Option Scheme including quantum of options, conditions, exercise period, rights of an employee, the granting, vesting and exercising of options, including any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
(E) Stakeholders Relationship Committee (SRC):
The SRC of the Company is constituted in line with the provisions of Section 178 (5) of the Companies Act, 2013 and Regulation 20 of Listing Regulations. The Committee comprises of three Directors out of which one is Non-Executive and one Executive Director. Mr. K R Modi, Non-executive Independent Director chaired the SRC other member of SRC is Mr. A D Tayal, Executive Non-Independent Director. Company Secretary acts as the Secretary of the SRC.
One (01) meeting of the SRC was held during the year on November 27, 2015.
This Committee's mandate requires it to look into investors' grievances relating to matters such as the transfer of shares, non-receipt of annual reports, non-receipt of dividends, and also reviews any cases filed by aggrieved investors before the courts or other forums. It also supervises the Company's in-house Investor Service Cell, which services the shareholders of the Company by monitoring, recording and processing share transfers and requests for dematerialization of shares.
M/s Link Intime India Pvt. Limited is Company's Registrar and Share Transfer Agent. The share transfers received by the Company/ Registrar and Share Transfer Agent are generally processed and transferred within 10 days from the date of receipt if the documents are complete in all respects. No valid transfer request remains pending for transfer to the transferees as on March 31, 2016. All requests for dematerialization of shares are likewise processed and confirmation thereof is normally communicated to the concerned depository within 10 working days of receipt of all documents.
The SRC monitors the redressal of Investor Grievances. The total number of complaints received and replied to the satisfaction of the shareholders during the period under review was 1141. There are no complaints outstanding or pending with the regulatory authorities as on March 31, 2016 for redressal. The above complaints include 6 SEBI compliant which were duly redressed by the Company.
The Company is in receipt of 'No Complaint' Certificates as on March 31, 2016 from both the Exchanges where the equity shares are listed namely BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
Name, designation and address of Compliance Officer
Mr. Verinder Khashu
Company Secretary & Head Legal / Compliance Rolta Tower A, Rolta Technology Park, MIDC — Marol, Andheri (East), Mumbai — 400093. Email ID: firstname.lastname@example.org
(F) Corporate Social Responsibility Committee (CSR):
The CSR Committee was constituted in line with the provisions of Companies Act, 2013. The Committee's prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of 'corporate social responsibility policy', observe practices of Corporate Governance at all levels, and to suggest remedial measures wherever necessary. The Committee's constitution and terms of reference meet with the requirements of the Companies Act, 2013.
The Board has adopted the CSR Policy as formulated and recommended by the Committee. The same is displayed on the website of the Company. The Annual Report on CSR activities for the year 2015-16 forms a part of the Directors' Report.
The CSR comprises of three Directors out of which two are Non-Executive and one Executive Directors. The Committee is chaired by Mr. Kamal K Singh, Executive Non- Independent Director and its other members include Mr. K R Modi & Mr. V K Agarwala, Non-executive Independent Directors. Mr. Atul Dev Tayal, Non-executive Independent Director was inducted as member of the Committee in place of Mr. V K Agarwala upon his resignation from Directorship. Company Secretary acts as the Secretary of the CSR Committee.
Two (02) meeting of the CSR was held during the year on August 14, 2015 & February 12, 2016.
3. SUBSIDIARY COMPANIES
As on March 31, 2016, the Company has 16 subsidiaries, out of which 13 of them are foreign subsidiaries and 3 are an Indian subsidiary. As on March 31, 2016, Rolta Defence Technology Systems Private Limited has become a material subsidiary. Subsequently, Mr. K R Modi, Independent Director has been nominated as Director on the Baard of the said wholly owned subsidiary. Except as above, Company does not have any material non-listed Indian subsidiary company and hence, it is not required to have an Independent Director of the Company on the Board of such subsidiary company.
Details of major subsidiaries of the Company and their business operations during the period under review are covered in the Management's Discussion and Analysis Report.
4. MANAGEMENT DISCUSSION & ANALYSIS
A detailed report on the Management Discussion and Analysis prepared in accordance with Regulation 34 (2) of Listing Regulations is enclosed and forms part of this Annual Report.
i. Related Party Transaction
There are no materially significant related party transactions of the Company which have potential conflict with the interests of the Company at large. The Company has formulated a Related Party Transactions Policy and the same is posted on the Company's website viz. <http://www.rolta>. com/wp-content/uploads//pdfs/investor-relations/Rolta-Related-Party-Transaction-Policy.pdf.
ii. Disclosure of Accounting Treatment
The Company follows Accounting Standards specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules 2014. In the preparation of the financial statements, the Company has not adopted a treatment different from that prescribed in any Accounting Standard. The Company also publishes its Accounts drawn under International Financial Reporting Standards (IFRS).
iii. Remuneration of Directors
The Company's remuneration policy is driven by the success and performance of the individual employee and the Company. Through its compensation programme, the Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay and employee stock option scheme. Individual performance pay is determined by business performance and the performance of the indi-viduals measured through the annual appraisal process.
The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and commission (variable component) to its senior management. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective July 1, each year. The Remuneration Com-mittee decides on the commission payable to the Managing Directors and the Executive Director(s) out of the profits for the financial year and within the ceilings prescribed under the Act based on the performance of the Company as well as that of the Managing Director and each Executive Directors.
The terms of remuneration of Managing Director & Executive Directors are approved by the shareholders at the General Meeting. Non-Executive Directors are not paid any remuneration. However, Non-Executive Inde-pendent Directors are entitled to sitting fees for attending meetings of the Committees thereof.
Service Contract, Severance Fee and Notice Period of the Executive Directors
The appointment of the Executive Directors is governed by resolutions passed by the Shareholders of the Company, which cover the terms and conditions of such appointment, read with the service rules of the Company. No commission has been paid to the Non-Executive Directors of the Company. Services of the Managing Director(s) / Executive Directors may be terminated by either party giving the other party six months' notice or the Company paying six months' salary in lieu thereof. There is no separate provision for payment of severance fees.
The Company did not have any material pecuniary relationships or transactions with the Non-Executive Directors, except to the disclosures, if any made in any other part of the Annual Report.
iv. Compliances by the Company
The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities and no penalties or strictures have been imposed on the Company by the Stock Exchange, SEBI or other statutory authorities relating to the capital markets during the last three years.
v. Whistle Blower
Your Company has established a Vigil Mechanism/ Whistle Blower Policy to enable stakeholders (including Directors and employees) to report unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy provides adequate safeguards against victimisation of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The Whistle Blower Policy has been posted on the Company's website.
vi. Share Capital Audit
A practicing Company Secretary has carried out a Reconciliation of Share Capital every quarter to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The Reconciliation confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
vii. Compliance with Mandatory and Non-Mandatory requirements
The Company has duly complied with the requirements of the provisions of Corporate Governance specified under Listing Regulations, as well as with the Regulations of the Securities Exchange Board of India and such other statutory authority relating to the Capital Markets.
Adoption of non-mandatory requirements of Listing Regulations is being reviewed by the Board from time to time.
7. MEANS OF COMMUNICATION
Timely disclosure of consistent, relevant and up-to-date information on corporate matters, financial matters etc. are at the core of good corporate governance. Towards this end, the quarterly results of the Company were published within 45 days of the end of each quarter and the Audited Annual Results within 60 days of the end of the financial year. The Company also ensures that Press Releases are issued on significant developments and the Investors kept informed of important announcements. The Quarterly Financial Results are published in newspapers in English and Marathi language newspapers. These results are generally published in Mumbai Edition of Economic Times and all India editions of Business Standard, Financial Express and Hindu Business Line and other English and Marathi newspapers. The results are posted on the Company's website www. rolta.com. Investor / shareholders may directly address their queries at email@example.com . The results and the various Press Releases issued by the Company are also promptly forwarded to the Stock Exchanges whereat the equity shares of the Company are listed and to London Stock Exchange where GDRs are listed. The Company frequently organizes facilities visits for representatives of institutional investors. These visits are generally accompanied by presentations by the Company's Strategic Business Units and a briefing on the Company's products and services both in the international markets and in India. The entire Annual Report of the Company as well as the Quarterly Results are also available on the Company's website. The Management's Discussion and Analysis (MDA) giving an overview of the Company's business and its financials etc., Risk Management, Shareholders' Information, Ratio and Ratio Analysis, Directors' Profile, are provided separately in this Annual Report.
In terms of the green initiative launched by the Ministry of Corporate Affairs, to allow service of documents to the members through electronic mode, the Company would send the copy of Annual Report for the financial year ended March 31, 2016 along with the Notice convening the Annual General Meeting in electronic form to those shareholders who have registered their email id with the DPs/ R&T Agents, and have opted not to receive Annual Reports in physical form.
8. CEO/CFO CERTIFICATION
A certificate from Chairman & Managing Director and Chief Financial Officer on the financial statements of the company and on the matters which were required to be certified according to the Regulation 17(8) of Listing Regulations, was placed before the Board and accordingly confirmed to the Board that to the best of their knowledge and belief, the financial statements and cash flow statements present a true and fair view of the Company's affairs.
9. REPORT ON CORPORATE GOVERNANCE
The Corporate Governance Report forms part of the Annual Report. The Company is fully compliant with the provisions of Corporate Governance as required under Listing Regulations. The Company has submitted the quarterly compliance status report to the stock exchanges within the prescribed time limit.
10. DECLARATION OF COMPLIANCE OF CODE OF CONDUCT
In compliance with regulation 26(3) of the Listing Regulation, the Company has framed and adopted a code of conduct. The code is applicable to the members of the Board and Senior Management Personnel of the Companies and its subsidiaries. All the members of the Board and Senior Management Personnel have confirmed compliance to the Code as on March 31, 2016.
Declaration of Compliance with the Code of Conduct for Board of Direc-tors and Senior Management Personnel
I, Kamal K Singh, Chairman and Managing Director of the Company, hereby declare that pursuant to Regulation 26 (3) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board members and Senior Management personnel have given affirmation about their compliance with their respective Code of Conduct of the Company for the financial year ended March 31, 2016.
Kamal K Singh
Chairman and Managing Director
July 15, 2016
Annual General Meeting:
Date : August 20, 2016
Time : 11.30 a.m.
Venue : Auditorium, Rolta Tower - A, Rolta Technology Park, MIDC-Marol, Andheri (East), Mumbai - 400093.
April 01 to March 31
Financial Calendar for the Year 2016-17 (tentative and subject to change)
Board Meetings - Financial reporting:
2nd Quarter ended September 2016 - On or before 14th November, 2016
3rd Quarter ended December 2016 - On or before 14th February, 2017
Financial year ending March 2017 (Audited) - On or before 30th May 2017
Annual General Meeting for the year ending March 31, 2017 - August / September 2017
Date of Book Closure:
Book Closure dates August 18, 2016 to August 20, 2016 (both days inclusive)
The Company has not declared any dividend for the Financial Year 2015-16
1. BSE Limited - (BSE)
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001.
2. National Stock Exchange of India Limited - (NSE)
Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051.
BSE - 500366
NSE - ROLTA BLOOMBERG - RLTA@IN
LSE - RTI REUTERS - ROLTA BO
The shares form part of the following indexes on BSE and NSE.
S&P BSE Smallcap Nifty Smallcap 250
S&P BSE 500 Nifty 500
The ISIN of Company's equity shares with NSDL and CDSL is INE293A01013.
The Annual listing fees for the year 2016-2017 has been duly paid to the stock exchange(s).
GDR listed on London Stock Exchange
10 Paternoster Square, London, EC4M 7LS
The Company's Global Depositary Receipts (GDR) Programme has been listed on the Main Board of the London Stock Exchange plc. (LSE).
The GDRs are traded on the London Stock Exchange under the Ticker Symbol RTI. Each GDR represents one equity share. The GDRs began trading on the LSE on April 18, 2006, when they were issued by the Deutsche Bank Trust Company (the Depositary), pursuant to the Deposit Agreement. The Rule 144A GDRs have been designated as eligible for trading in the Portal Market of The NASDAQ Stock Market, Inc. (PORTAL). As on March 31, 2016, there were 6,95,303 GDRs (equivalent to 6,95,303 equity shares) outstanding.
Two-way Fungibility of Depository Receipts
The Company offers foreign investors the facility for conversion of Ordinary Shares into Depository Receipts within the limits permissible for Two-way Fungibility, announced by the Reserve Bank of India vide its circular dated February 13, 2002.
Name and Address of the Depository Bank for the Purpose of GDRs
In the US In India
Deutsche Bank Trust Company
Americas Trust & Securities Services 60 Wall Street, 27th Floor, MS # NyC60-2727 New York, NY 10005, USA.
Deutsche Bank A.G.
Trust & Securities Services The Capital, C-70, G Block,14th Floor, Bandra Kurla Complex, Bandra (E), Mumbai 400051, India.
Name and address of the Custodian in India for the purpose of GDRs
ICICI Bank Limited
Securities Markets Services, Empire Complex, F7/E7 1st Floor, 414, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013.
Senior Notes due 2018 & 2019 listed on Singapore Stock
Rolta LLC & Rolta Americas LLC, has issued 10.75% Senior Notes due 2018 & 8.875% Senior Notes due 2019 respectively, which are listed on Singapore Securities Exchange Trading Limited (the"SGX-ST") at 2, Shenton Way, #19-00, SGX Central 1, B Singapore 06880.
10.75% Senior Notes:
Trustee and Security Agent
DB Trustees (Hong Kong)
Limited, Level 52, International Commerce Centre,1 Austin Road West, Kowloon, Hong Kong.
8.875% Senior Notes:
Trustee and Security Agent
Citicorp International Limited 39/F, Citibank Tower, Citibank Plaza,3 garden Road, Central Hong Kong.
Paying Agent, Transfer Agent and Registrar
Deutsche Bank Trust Company Americas Trust and Agency Service, 60 Wall Street, 27th Floor, MSNYC 60 - 2710, New York 10005, USA.
Paying Agent, Transfer Agent and Registrar:
1) Citibank, N.A., London
Branch, c/o Citibank, N.A., Dublin Branch,1 North Wall Quay, Dublin 1.
2) Citigroup Global Market Deutschland AG, Reuterweg 16, 60323, Frankfurt, Germany.
Rolta Tower "A", Rolta Technology Park, MIDC-Marol, Andheri (East), Mumbai - 400093.
Tel: +91(22) 29266666 / 30876543 Fax: + 91(22) 28365992
Share Transfer System & address for correspondence
98.36% of the equity share capital of the Company is in electronic form. Transfers of share are done through Depositories with no involvement of the Company. As regards, transfer of shares in physical form the transfer documents can be lodged with Registrar & Share Transfer Agent. The transfers received by the Company/ Registrar & Share Transfer Agent are generally processed and transferred within 10 days from the date of receipt if the documents are complete in all respects. Authority is delegated to Certain Directors by the Board to approve transfer etc., which are noted at subsequent Board Meetings. All correspondences by Shareholders should be addressed to the Registrar & Transfer Agent (R&T Agent) M/s. Link Intime India Pvt. Ltd. or to the Registered Office of the Company.
In case any shareholder is not satisfied with the response or do not get any response within reasonable period from the R&T Agent, they may approach the Company Secretary and Compliance Officer at the Registered Office / Corporate Office of the Company.
M/s Link Intime India Pvt Ltd
Unit :- Rolta India Ltd.
C-13 Pannalal Silk Mills Compound,LBS Marg, Bhandup (West),Mumbai – 400078
Tel No:- 022-25963838,Fax No :- 022-25946969Email : firstname.lastname@example.org
Company Secretary, Rolta India Limited
Rolta Tower A, Rolta Technology Park, MIDC, Andheri (East), Mumbai 400 093.
Tel No.: 292 66666 Fax No.: 022 2836 5992 Email : email@example.com
Designated e-mail address of investor services
The designated e-mail address of investor complaints is
The website of the Company carries relevant information in regard to the results of the Company, dividend declared by the Company, price sensitive information if any and launch of new products & services by the Company. The Company's website address is www.rolta.com
a) National Securities Depository Ltd. (NSDL)
b) Central Depository Services (India) Ltd. (CDSL)
Annual Listing fees for the year 2016-17 (as applicable) have been paid to the Stock Exchanges.
Volume as percentage of Equity
The Company's scrip continues to enjoy high trading volumes in relevant stock exchanges offering high liquidity. Over 77.44% of the trading volume is on the NSE. The total number of shares traded on National Stock Exchange and BSE Limited between April 01, 2015 and March 31, 2016 was 31,50,72,032 which represents 193.65% of the Share Capital of the Company as on March 31, 2016
The Company has paid a One Time Custody Fee to National Securities Depository Limited (NSDL) to pass on the benefit of reduced custody charges to its shareholders. Shareholders' queries & grievances are replied promptly. Dividend Warrants are normally mailed within a week from the date of declaration at the AGM. Members are sent at least three reminders regarding unclaimed dividend, before the same is transferred to Investor Education & Protection Fund (IEPF).
The Company has also taken certain investor-friendly initiatives to provide transparency and valuable information, such as:
1) The Company hosts post-result earning calls for Institutional Investors and Analysts to talk to the management on result and outlook.
2) Company has also put up information useful to investors, on its website as under: a. Annual Report Rolta Monthly Price (BSE) April 01, 2015 to March 31, 2016
b. Quarterly Results
II. Press Release
c. Events & Presentation
I. Financial Calendar
II. Investor Presentation
III. Corporate Audio Visual
d. Key Financial Data
e. Share Holding Pattern
f. Research Report on Company by various Analysts
The Company continues to improve the quality of information dissemination to investors by making information available on the website as well as by making the Annual Report more transparent and investor-friendly.