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Directors Report of Ramco Systems Ltd.

Mar 31, 2016

The Board has pleasure in presenting the Nineteenth Annual Report together with the Audited Accounts of the Company for the year
ended 31 st March 2016.

1. FINANCIAL RESULTS

The standalone and consolidated audited financial results for the year ended 31st March 2016 and 31st March 2015 are as follows:

Particulars Standalone
for the year Consolidated
for the ended
31st March, year ended
31st March,

2016 2015 2016 2015


(in Rs. Mln.) (in USD Mln.)

Revenue from
Operations 2,626.61 2,229.72 68.94 59.47

Other Income 46.02 17.94 1.03 0.79

Total Revenue 2,672.63 2,247.66 69.97 60.26

Expenditure

- Changes in
Inventories of
Finished Goods,
Stock-in-process (2.13) 0.05 (0.03) -
and Stock-in-trade

- Purchase of
Stock-in-trade 23.14 9.58 0.39 0.34

- Employee Benefits
Expense 1,042.64 924.18 29.05 26.72

- Other Expenses 813.46 729.97 25.56 21.33

Total Expenses 1,877.11 1,663.78 54.97 48.39

Profit Before
Interest,
Depreciation &
Amortization
and Taxes 795.52 583.88 15.00 11.87

Depreciation and
Amortization
Expense 454.60 444.49 7.11 7.41

Finance Costs 35.69 120.07 0.55 1.98

Profit Before Tax 305.23 19.32 7.34 2.48
Tax Expenses

- Current Tax 65.14 3.75 1.37 0.40

- Deferred Tax - - - -

Profit After Tax
and Before Minority
Interest & Equity 240.09 15.57 5.97 2.08
in Earnings

Minority Interest - - - (0.02)

Equity in Earnings
of Affiliates - - 0.06 0.03

Profit for the year 240.09 15.57 6.03 2.09

2. BUSINESS OPERATIONS

The details of the business operations appear in the following pages.


Despite rapid innovation in the last few decades - from aerodynamics and composite materials to making planes lighter yet
stronger - the technology to support on-ground engineers maintaining and certifying aircraft is yet to enter the 21st century.

The result: A great deal of certification is still done using pen and paper, and parts and logs are checked manually after
landing and before take-off.

In an industry where Time is Money, grounded aircraft due to delays have led to excessive wastage, globally. The time has come
for MRO innovation to shift gear and bring about a major improvement in productivity.

Supported by EDB, Singapore, Ramco Systems, with Air France Industries KLM Engineering & Maintenance as the first anchor partner,
launched an engineering lab in Singapore - the first of its kind in Asia. The MRO Lab combines engineering and innovative
research talent from Ramco and their first co-innovation partner AFI KLM E&M. The lab is an essential platform for the softer
elements of the aviation industry, where employees can work on next-generation applications, to develop intellectual property
that can solve major problems, in back-end aviation.

The Lab would focus on disruptive solutions around Resource Optimization, adoption of Wearables & loT, Advanced Analytics and
Mobility Anywhere solutions. Additionally, the Lab would possess Design & Development capabilities in areas like Additive
Manufacturing / 3D Printing, Augmented Reality & Virtual Reality aiding Mechanics and Technicians, Unmanned Aerial Vehicles etc.

Initial disruptive initiatives include;

- A Robot that could sense the emotions of people and also be able to perform inspections in inaccessible areas

- Gesture computing which enables field staff to perform operations without touching the screens

- Wearable devices that capture the stress levels of staff on the ground and air

- Accessing data from loT Sensors and turning it into meaningful information.

- Mobility Anywhere solutions and drones that auto-capture component images etc.

The Lab''s future innovations will revolve around Predictive Maintenance (with the help of Big Data, Deep Learning etc) that can
predict the component failures, Natural Language Processing Sensing and Processing Unstructured Data Feeds, Voice Technology
solutions for controlling systems using voice, Robotics to improve process efficiencies, Touch Sensing technologies that aid
field force, Bots - single delivery channel to deploy & manage suite of applications, leveraging Enhanced Unmanned Aerial Systems
for logistics and inspection of related activities.


Technology Platform

Innovation is our DNA and with the quest to add value leveraging technologies, Ramco has been constantly churning out disruptive
innovation with its two core flexible technology platforms - Ramco Virtual Works® and Ramco Decision Works™.

To ensure that Cognitive ERP applications understand and think for the user, Ramco has built its THUMP feature, which not only
reduces the time spent in using the application but also makes it simpler, user-friendly and intuitive.

- Thumb It: Most mobility applications are not ''Designed for Thumb''. With Ramco''s mobile apps, one can complete transactions by
following the thumb''s natural, sweeping arc. The app senses context and defaults the most probable transaction and lists down
other often used transactions.

- Hub It: Organizations have evolved to a stage where they are able to clearly define different User Roles. Ramco uses this
definition to design ''Hubs'' which then act as one stop action center for the users of a role. These Hubs offer users clearly
visualized, actionable insights pertaining to their role, in one single screen. For instance, a user with responsibility for
Procurement will be able to do all his transactions from one screen. This saves up to 80% of time otherwise spent navigating
between transactions. That''s 80% more time to concentrate on real-time decision making!

During the year 2015-16, 5 new HUBs were rolled out - Accounts Receivable HUB, Accounts Payable HUB, Procurement HUB, Finance
Closure HUB and the Payroll HUB.

These gathered great momentum from our customers, as well.

- Mail It: Most business users are on the move and spend much of their time on mails. Requiring them to login to a system to do
minor transactions will slow them and the business down. Ramco with its ''Mail It'' feature has brought the Enterprise System to
where and when the user wants it. The user can now transact the enterprise application by sending a mail either from a desktop
browser or mobile, to complete transactions. The system is intelligent enough to understand user''s mail and take appropriate
action. It is as simple as mailing the secretary to get a job done.

Workflows are live examples of the Mail It feature, where the system interacts with the user and responds back via email.

- Prompt It: The best course of action is often decided by past data. Ramco''s ''Genie'' is intelligent enough to prompt the next
course of action. Be it Procurement or Production or Staffing, it pre-empts the requirement, and keeps the documentation ready
for approval.

One such concept revolving around Prompt It is, "Straight-Through Processing (STP)". STP is an initiative used by companies to
optimize and improve the speed at which transactions are processed. This is achieved by automating the process of information
exchange electronically without having to manually re-enter the same piece of information repeatedly over time.

While various add-on features did receive great uptake from the market, this year, Ramco''s Agent-based technology gathered
significant momentum. Ramco''s in-memory Planning & Optimization (iPO) for planning, scheduling and optimization eases the way a
business could make optimal use of its resources while fulfilling orders. The in-memory processing, with large amount of prebuilt
optimization algorithms, and the ability to honor business constraints makes it a powerful business tool to supplement our
enterprise applications.

Based on flexible modeling capabilities and a comprehensive library of problem solving algorithms, Ramco iPO enables to optimize
resource usage and arms all planners with a sophisticated set of tools for simulation, decision making and control.

Our home grown integration gateway iRIS now also supports Message Queue-based information exchange in addition to the standard
files like CSV, txt, XML, etc., via secure FTP Database access and Web Service Calls.

At Ramco, all our applications are built as ''services'' on the server side, allowing us to consume them from browser-based
screens, mobile screens or, even expose them as Web Services for third party applications to consume. In the coming year, we
intend to focus more on publishing REST Ful APIs as one more means of encouraging other applications to interact with ours.

Some major initiatives to look out for during the year:

Stepping into a new frontier in Personal Computing with Conversational/ Chat Bots:

While our efforts towards Zero Ul have been paying off, yet another stepping stone towards this initiative are the Conversational
Smart Bots - an extension of the Mail it feature onto the IM platform. With these Bots, we aim to help customers interact with
our application without having to launch the web application or a mobile application.

Alongside, more emphasis will be placed on ensuring frequent, quality deliverables to customers with reduced downtime and minimal
impact. While delivering a tiny critical fix, or a large feature - both need large amounts of time & effort, and we shall focus
to ensure that the large, complex applications offered to customers do not have any undesired side effects. Each year, the size
and complexity of a project is bound to increase and our efforts to deliver a smooth experience has also been increasing. We will
also look at enhancing some of our ALM processes to increase our agility and benefit from the DevOps principles.


Life@Ramco

Innovation is our DNA and it has been well demonstrated in Ramco''s history. In the last few years, we set out to ingrain this
innovative streak when it comes to people as well. To drive innovation at workplace there was a need to disrupt the conventional
company culture that Ramco had and create an environment where the best talent would want to work and thrive.

Interestingly, millennial are not driven just by money, perks, career, or work life balance. How do we keep their goals and
desires aligned to the company''s goal and challengeRs, With this question serving as a catalyst, we embarked on a cultural
transformation.

We envisioned a work environment that would bring the best talent, encourage their growth, allow work to be centered on life,
rather than life revolving around work. An environment that would naturally leave an employee to say, "Thank-God-lt''s-Monday!"

Refreshed workspace

The first thing that we did was to give ourselves a new look. Funky and colorful, the new look resonated the energy of new Ramco.

All cubicles were demolished to create an open office. The focus was not on seniority and titles but on a centralized layout
where employees of all ranks can share ideas and make them a reality while feeling like a part of a cohesive team.

A healthy workplace

While collaboration and open communication are very important, we keep our bodies and mind active with our healthy initiatives.
FIKA, our healthy cafe not only gives us our daily dose of caffeine but is also well-stocked with healthy bites. It is a favorite
place to catch up with colleagues and have team meetings. We also have fresh fruits on the house, for all those who pick up a
meal from Fika.

At our state of the art cafeteria, TGIM- Thank-God-it''s-Monday calorie-measured food to subsidized lunches are served to
employees. Not just lunch, TGIM also serves healthy snacks round-the-clock from a vending machine from Snack Experts, a
Chennai-based startup that guarantees all employees their dose of healthy eating from fruits fosterage to sassy seeds to snacks
made from ragi and millets.

We promote the concept of "stretch a little at work" in order to break the monotony of the sedentary lifestyle that exists
prevalently today. Our Yoga and Zumba classes provide healthy avenues for taking breaks from work! And to kick out some extra
kilos, we have cross fit trainers coming too. We have also initiated a corporate tie-up program to provide subsidized and easy
access to day-to-day services such as Laundry & Dry Cleaning which is offered by ''Wassup'' at our premises.

Confident and fearless workforce

We give utmost importance to hiring the right people and giving them a platform to excel. The focus is on building a workforce
which does not fear to question the conventional and is tuned to try new things. This is cultivated on an ongoing basis through a
variety of initiatives.


Coffee with the CEO

A unique idea to break hierarchy and maintain an open culture, with the CEO leading from the front. The employees'' interaction
with CEO is informal in nature and creates an opportunity to speak about everything under the sun. This has helped in improving
employees'' morale and feel connected. A direct hotline was established with the CEO, from every corner of the office as a
consequence.

A truly global workforce

Being recognized as a global company meant that we needed to embrace a diverse workforce. Today we have a good mix of
Indonesians, Vietnamese, Filipinos and Chinese among other nationalities in our workforce. They bring learning''s from their
varied heritage that allow us to not only understand what is expected out of different markets, but also function as one.

We TRUST employees to act responsibly

Creating a workplace environment is incomplete when the processes and systems are not complementing the new mindset. Innovation
thrives on employee autonomy. And that is why we have an auto-approval system, for basic transactions like leaves,
reimbursements. Employees no longer need to seek approval for every action and every decision. We completely trust the employee
to act judiciously.

Self-regulating & Self-correcting Organization

- Revenue Per Employee (RPE) was introduced during the start of the transformation phase and later, it evolved into Revenue Per
Employee Cost (RUC) as a measure. RUC of 3 is the benchmark and

the SBUs have been given freedom to run their business, keeping the benchmark in mind

- All Manager and above Cadre have been included in the quarterly Business Performance Linked Pay (BPLP).

- Good bye to Teddy-bear KPIs. Measurable targets and simplified KPIs are what we follow. On Target Earning as a variable pay was
introduced, which constitute 10% -35% of total CTC.

By introducing the risk vs reward mechanism, we have instilled a self-regulating tool for the entire organization.

Accelerated growth programs

Those who exhibit precocious talent and stand tall amongst the crowd need to be recognized and given special attention. The
Elevator program has been commissioned for this; to create, mould and groom a pool of young talent into leaders of tomorrow.

A culture that rewards & recognizes

''Pat on the Back'' Quarterly Awards - For a job well done to recognition of individual efforts that have made a significant
contribution to goals and objectives of the Business units.

STAR Awards - To appreciate & recognize individual performers in SBU for that quarter. Focused Award (Deal Clinchers, Green
horn, Pegasus) types based on the Function/Role played by employees gives a feel good factor

We Truly Appreciate Cards - Anytime,

anywhere On-the-spot recognition drives

long-term employee motivation and engagement


The year marked the rebirth of Ramco ERP with renewed focus and vigor. While the global market for enterprise applications
showed a sluggish growth, we have been able to grow the ERP business at a steadfast pace, thanks to the blue ocean opportunity
identified in Logistics as a segment and Asset Management as a horizontal.

Ramco Logistics Software was rolled to address three sub-segments within Logistics - Third Party Logistics (3PL), Freight
Forwarders and Network Service Providers. While the market is flooded with Supply Chain software providers who target the
Shipper/ Manufacturers, Ramco Logistics aims to target fast growing Service providers market which has seen a surge in demand and
growth, thanks to the growth in eCommerce and need for better last mile access. Some of the recent wins in this segment include
Australia-based GMK Logistics, AAI in Philippines, Middle-East headquartered RSA Logistics among others. An integrated system to
connect Transportation, Warehouse, Fleet and HUB with Finance & HR on the Cloud along with a Command Centre and In-memory based
Planning and Optimization engine has been our value proposition in the market.

The other area of focus which has been identified is the horizontal offering for Asset-intensive industries. Ramco Enterprise
Asset Management is a Cloud-based, mobile-ready offering which offers predictive and preventive maintenance modules, integrated
with Finance and HCM to asset-centric organizations, such as Power Generation, Manufacturing, Fleet

Management among others. The successful replacement of a Tier-I legacy EAM in record time of 8 months at Norske Skog Australasia
(one of the largest producers of publication paper in the world) triggered heightened market focus around us. This
transformational digital implementation also brought home the coveted ISG Paragon Awards in ANZ beating billion dollar Goliaths.


The youngest of our product suites continued to grow with an addition of 100 clients in FY 2016 adding on an average 2 new
customers every week, globally. We also made a soft entry into US in October 2015 and have been actively developing ecosystem
partners to gain inroads into the market.

Our footprint in the ASEAN & MENA markets showed a steady rise with good traction picking up in Australia. Most recently, we won
one of the biggest fashion names in APAC, Valiram Group, based in Malaysia with over 350 stores in Asia and Australia,
representing 100 luxury and lifestyle brands including Victoria''s Secret, Micheal Kors, Jimmy Choo, etc. The year also marked the
successful implementation of Ramco Payroll at GE for integrating operations across 10 countries in Middle East on a single
unified platform. The ability to address multi-country payroll and cover some of the most complex payroll needs in emerging
markets has been a game winner for us.

In order to extend the Payroll reach across Europe, US and rest of Africa, we entered into strategic partnership with providers
such as APS Global, Trax Payroll, Pay Master among others. With this, we now cover over 100

countries. Independent Global Research firm, NelsonHall evaluated leading Global Payroll vendors offering outsourcing services
and ranked Ramco Global Payroll as a LEADER in their NEAT matrix on multiple parameters including overall capability and the
ability to offer Multi-country Payroll.

The year also witnessed a host of new features. Time & Attendance and Payroll HUB - designed for a role, HUB helps the user
visualize, transact, and gain actionable Insights pertaining to the users'' role - all from a single screen.

Along with business growth, market recognition has been a key highlight, too. Ramco HCM beat global HR software majors to bag
six awards for Best HR Management Software, Talent Management Software and Payroll Software at the HR Vendors of the Year 2015
event organized by Human Resources in Singapore, Malaysia & Hong Kong. We also won the CIO Choice Honor and Recognition in the HR
& Global Payroll software category in India. With these accolades and unique feature releases, Ramco has been growing in strength
and is all set to disrupt the market with its complete, yet refreshingly simple HCM.


With mobility becoming the latest buzz amidst large airlines & MROs, Ramco launched its next-gen Mobility application - Anywhere
Apps, for Aviation Maintenance. The series of applications dubbed as Fly Anywhere, Mechanic Anywhere, Warehouse Anywhere,
Customer Anywhere & Approval Anywhere were rolled out in the market. Another key offering rolled out from the Aviation stable was
the Planning & Optimization feature for Long Term Capacity Planning (called flyMORE) powered by Ramco iPO (In-memory based
Planning & Optimization engine).

From adding the largest business jet player to striking an entry into Greater China, 2015-16 has been an eventful year on the
customer front, too. Ramco Aviation signed its largest cloud deal (thus far) which also marked the expansion into Scandinavia
with the winning of Patria Helicopters, a Helicopter MRO based out of Sweden, specialized in maintenance of Bell, Augusta
Westland and Airbus Helicopters with military and civil operations. We also signed a prestigious multi-million dollar tech
transformation deal with Global Aerospace and Defense Company, Cobham Aviation Services.

In addition to on-boarding marquee clients, leading consulting firm, Frost & Sullivan, recognized Ramco Aviation Software as a
Champion, in their Technology Innovation Matrix. As one more feather to its cap, the Aeronautical Repair Station Association
(ARSA) announced Ramco as their preferred Next-Gen MRO IT vendor.

Ramco Systems also partnered with Aviation MRO Marketplace, Aeroxchange, industry''s leading electronic business network
supporting all MRO business processes for buyers and sellers within the aviation industry. Through this partnership and
integration, customers using Ramco''s next-gen Aviation enterprise software, can now purchase components and repair services on
Aero change''s platform. In addition to product integration, both organizations will leverage each other''s strong network to make
further inroads into the Aviation MRO market. This partnership widens our horizon to offer clients a holistic experience with
Ramco.

We ended the Financial Year 2015-16 with a win in US, summing up to 12 customer additions during the year, with our total
Aviation customer base touching 80. Our customers continue to expand their Ramco portfolio by signing up for additional modules
including Mobility, Analytics, Aeroxchange Integration and Migration into the latest version.


3. INFORMATION ON SUBSIDIARIES AND ASSOCIATES

As on 31st March 2016, the Company has the following nine subsidiaries (including a step-down subsidiary) viz., Ramco Systems
Corporation, USA; Ramco Systems Limited, Switzerland; Ramco Systems Pte. Ltd, Singapore; Ramco Systems Sdn. Bhd., Malaysia; RSL
Enterprise Solutions (Pty) Ltd, South Africa; Ramco Systems Canada Inc., Canada (step down subsidiary of Ramco Systems
Corporation, USA); Ramco Systems FZ-LLC, Dubai; RSL Software Company Limited, Sudan and Ramco Systems Australia Pty Ltd,
Australia and an associate viz., Citiworks (Pty) Limited, South Africa (Associate of RSL Enterprise Solutions (Pty) Ltd, South
Africa).

The Company has incorporated a subsidiary in Philippines viz., Ramco System Inc. on 5th April 2016.

There has been no material change in the nature of the business of subsidiaries during the year. A statement containing the brief
financial details of the subsidiaries is included in the Annual Report.

A new branch was opened in New Zealand for Ramco Systems Australia Pty Ltd., Australia on 18th November 2015 and steps are being
taken for closing the already existing branch in New Zealand of Ramco Systems Pte. Ltd., Singapore.

In accordance with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial
statements of the Company''s Subsidiaries'' and Associates'' (in Form AOC-1) is attached to the financial statements.

4. CONSOLIDATED FINANCIAL STATEMENTS

As per provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of SEBI (LODR) Regulations, 2015, Companies are
required to prepare consolidated financial statements to be laid before the Annual General Meeting of the Company.

The Audited/Reviewed financial statements of the Subsidiary Companies are available at the Company''s website at the following
link at http://www.ramco.com/investor-relations/investor-information/ subsidiary-financials.

The consolidated net profit of the company amounted to Rs.391.70 million for the year ended 31st March 2016 as compared to
Rs.126.72 million of the previous year.

5. CHANGES IN CAPITAL STRUCTURE

During the Financial Year 2015-16, the Share Capital and the Securities Premium of the Company have undergone changes to the
extent of allotment shares to eligible employees under the Employee Stock Option Scheme of the Company and allotment of shares to
Qualified Institutional Buyers (QIBs) under Qualified Institutional Placement (QIP).

(i) Allotment of shares under Employee Stock Option Schemes

During the year, 2015-16, the Company has allotted a total of 4,68,980 equity shares to the employees of the Company and its
Subsidiaries during the year, pursuant to exercise of the vested options under ESOS 2008, ESOS 2009 - Plan A, ESOS 2009 - Plan B
and ESOS 2013.

The following table presents the allotment of equity shares by the Allotment Committee of the Board during the year:

Date of allotment No. of Shares Allotted

10th April 2015 17,292

11th May 2015 83,852

18th June 2015 22,629

5th August 2015 40,017

10th September 2015 90,737

25th September 2015 59,405

23rd October 2015 8,065

8th December 2015 36,687

7th January 2016 25,619

29th January 2016 68,569

13th February 2016 12,955

22nd March 2016 3,153

Total 4,68,980


ii) Allotment of shares under QIP

During the year, 51,18,100 equity shares at a price of Rs.635.00 (Rupees six hundred and thirty five only) per Equity Share
(including a premium of Rs.625.00 per Equity Share), at a discount of 4.9444% to the floor price of Rs.668.03 per Equity Share,
aggregating to Rs.3,249.99 million were issued and allotted to the QIBs under the QIP by the Fund Raising Committee of the Board.
The allotment was made on 29th April 2015. The shares have since been listed and trading approvals were received on 7th May 2015.

The fresh infusion of funds is aimed to meet the needs of our growing business, marketing and brand building initiatives, long
term working capital requirements, repayment of existing debts, investment in subsidiary companies and other corporate purposes.
The funds raised were utilized towards the stated objectives as given below:

(in Rs. Mln.)

As per Actual utilization
Details Placement during year ended
Document 31st March 2016

PROCEEDS:

Proceeds from QIP 3,250.00 3,249.99

UTILISATON:

Issue related expenses 90.01 86.73

Repayment of loans /
towards other objects 3,159.99 3,163.26*

Total Utilization 3,250.00 3,249.99

* Towards repayment of loan is Rs. 3,012.30 mln. and towards the other objects is Rs. 150.96 mln.

6. PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Chapter V - Acceptance of Deposits by Companies under the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from the public during the year and no deposits
are outstanding as at the end of financial year.

7. BOARD OF DIRECTORS AND COMMITTEES

As per the provisions of Companies Act, 2013, Shri P R Ramasubrahmaneya Rajha ( DIN: 00331357), Director retires by rotation at
the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment. The Board of Directors
recommends the above re-appointment for approval of the Members. The brief resume and other details relating to the Director, as
stipulated under Regulation 36(3)(a) of the SEBI (LODR) Regulations, 2015 are furnished in the Notice of Annual General Meeting
forming part of this Annual Report.

Shri P R Venketrama Raja, was reappointed as Managing Director of the Company for a period of three years starting from 22nd May
2014 at the Annual General Meeting (AGM) held on 28th July 2014 under Section 196, 197 read with Section 203 of the Companies
Act, 2013 and at a remuneration as per Schedule V of the said Act. Based on the recommendation of the Nomination and Remuneration
Committee made at its meeting held on 19th May 2016, the Board of Directors at its meeting held on 20th May 2016 had pre-closed
his existing tenure as Managing Director by 31st March 2017 so as to align his appointment with the financial year being followed
by the Company i.e., 1st April to 31st March and have approved his appointment for a further period of three years starting from
1st April 2017. Approval of the Members has been sought for his re-appointment in the Notice convening the AGM.

The Independent Directors hold office for a fixed term of 5 years and are not liable to retire by rotation. No Independent
Director has retired during the year. Pursuant to Rule 8(5)(iii) of Companies (Accounts) Rules, 2014, it is reported that, there
have been no changes in the Directors or Key Managerial Personnel during the year.

The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Companies Act,
2013, that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.


The Audit Committee has three members, out of which two are Independent Directors. Pursuant to Section 177(8) of the Companies
Act, 2013, it is reported that there has not been an occasion, where the Board had not accepted any recommendation of the Audit
Committee.

In accordance with Section 178(3) of the Companies Act, 2013 and based upon the recommendation of the Nomination and Remuneration
Committee, the Board of Directors have approved a policy relating to appointment and remuneration of Directors, Key Managerial
Personnel and Other Employees. The objective of the Nomination and Remuneration Policy is to ensure that the level and
composition of remuneration is reasonable, the relationship of remuneration to performance is clear and appropriate to the long
term goals of the Company.

As required under Regulation 25(7) of SEBI (LODR) Regulations, 2015, the Company has programmes for familiarization for the
Independent Directors about the nature of the industry, business model, roles, rights and responsibilities of Independent
Directors and other relevant information. As required under Regulation 46(2) of SEBI (LODR) Regulations, 2015, the details of the
Familiarization Programme for Independent Directors are available at the Company''s website, at the following link at
http://www.ramco.com/investor-relations/Independent-Directors- Familiarisation-Programme.pdf

The details of the familiarization programme are explained in the Corporate Governance Report also.

8. BOARD EVALUATION

Pursuant to Section 134(3)(p) of the Companies Act, 2013 and Regulation 25(4) of the SEBI (LODR) Regulations, 2015, Independent
Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board,
Performance of the Board as a whole and its Members and other required matters. Pursuant to Schedule II, Part D of SEBI (LODR)
Regulations, 2015, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of
Independent Directors, which will be based on attendance, expertise and contribution brought in by the Independent Director at
the Board Meeting, which shall be taken into account at the time of re-appointment of Independent Director.

During the year five Board Meetings were held. The details of the Meetings of the Board and its various Committees are given in
the Corporate Governance Report.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014, it is reported that, no significant and material orders have been
passed by the Regulators or Courts or Tribunals, impacting the going concern status and Company''s operations in future.

10. INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act, 2013, the Company has Internal Financial Controls Policy by means of
Policies and Procedures commensurate with the size and nature of its operations and pertaining to financial reporting. In
accordance with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal Financial Controls
are adequate with reference to the financial statements.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of the loan / guarantees / investments under Section 186(4) of the Companies Act, 2013 are provided under Note
Nos.12,18 & 26.1 forming part of standalone financial statements.

12. AUDITORS

(I) STATUTORY AUDIT

At the Annual General Meeting held on 28th July 2014 M/s. CNGSN & Associates (Now known as M/s. CNGSN & Associates LLP),
Chartered Accountants, Chennai, (Firm Regn. No. 004915S) were appointed as Statutory Auditors of the Company for three
consecutive years being their remaining eligible period in terms of Rule 6 of Companies (Audit and Auditors) Rules, 2014. The
matter relating to their appointment for the third year of their term is being placed before the Members for ratification at the
ensuing Annual General Meeting, in accordance with the requirements of Section 139(1) of the Companies Act, 2013.


The Auditors have confirmed their eligibility for their reappointment, under Section 141 of the Companies Act, 2013. As required
under Regulation 33(1)(d) of SEBI (LODR) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The reports of the Statutory Auditors for the year ended 31st March 2016 on both Standalone and Consolidated financial statements
do not contain any qualification, reservation or adverse remark.

(II) SECRETARIAL AUDIT

M/s. S.Krishnamurthy & Co., Company Secretaries, have been appointed to conduct the Secretarial Audit of the Company. Pursuant
to Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report submitted by the Secretarial Auditors for the year
ended 31st March 2016 is attached herewith as Annexure A. The report does not contain any qualification, reservation or adverse
remark.

13. EXTRACT OF ANNUAL RETURN

In Accordance with Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of Companies (Management and Administration)
Rules, 2014, an extract of the Annual Return in Form MGT-9 is attached herewith as Annexure B.

14. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the purview of the criteria specified in Section 135(1) of the Companies Act, 2013 relating to
Corporate Social Responsibility (CSR) for the financial year 2015-16. However considering the net worth and net profit of the
Company for the year ended 31st March 2016, CSR is applicable to the Company from the financial year 2016-17 onwards. The Board
of Directors at its meeting held on 20th May 2016 had constituted CSR Committee comprising of Shri P R Venketrama Raja, Vice
Chairman & Managing Director, Shri M M Venkatachalam, Non-Executive & Independent Director and Shri A V Dharmakrishnan,
Non-Executive Director as members pursuant to the provisions section 135 read with Schedule VII to the Companies Act, 2013 and
the rules notified there under.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015, the
Company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy is available at the Company''s website.

16. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (LODR) Regulations, 2015, the Company has
developed and implemented a Risk Management Policy. The Policy envisages identification of risk and procedures for assessment and
minimization of risk thereof.

17. RELATED PARTY TRANSACTIONS

Prior approval / omnibus approval is obtained from Audit Committee for all Related Party Transaction and the transactions with
related parties entered into by the Company are periodically placed before the Audit Committee for its approval. All related
party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course
of business and not attracting Section 188(1) of the Companies Act, 2013. No transaction with the related party is material in
nature, in accordance with Company''s "Related Party Transaction Policy" and Regulation 23 of SEBI (LODR) Regulations, 2015. In
accordance with AS 18, the details of the transactions with the related parties are set out in in the Disclosures forming part of
Financial Statements.

As required under Regulation 46(2)(g) of SEBI (LODR) Regulations, 2015, the Company''s Related Party Transaction Policy is
disclosed in the Company''s website and its web blink is: http://www.ramco.com/investor-relations/ramco-related- party-
transaction-policy.pdf.

As required under Regulation 46(2)(h) of SEBI (LODR) Regulations, 2015, the Company''s Material Subsidiary Policy is disclosed in
the Company''s website and its web blink is: http://www.ramco.com/investor-relations/Ramco-Material- Subsidiary-policy.pdf.


18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014, the information
relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed to, and forms part
of, this report as Annexure C.

19. EMPLOYEE STOCK OPTION PLAN/ SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

The growth of the Company has, in large measure, been possible owing to the wholehearted support, commitment and teamwork of its
personnel. Accordingly, the Company had instituted various Employee Stock Option Schemes / Plans (ESOS/ESOP) for the benefit of
employees. The following schemes have been established by the Company:

(A) Employee Stock Option Plan, 2000 (ESOP 2000)

(B) Employee Stock Option Scheme, 2003 (ESOS 2003)

(C) Employee Stock Option Scheme, 2004 (ESOS 2004)

(D) Employee Stock Option Scheme, 2008 (ESOS 2008)

(E) Employee Stock Option Scheme, 2009 - Plan A (ESOS 2009-Plan A)

(F) Employee Stock Option Scheme, 2009 - Plan B (ESOS 2009-Plan B)

(G) Employee Stock Option Scheme, 2013 (ESOS 2013) (H) Employee Stock Option Scheme, 2014 (ESOS 2014)

The Company has implemented Employee Share Purchase Plan, 1999 (ESPP 1999) and Employee Stock Purchase Scheme, 2004 (ESPS 2004).

The above schemes/plans are in compliance with the SEBI Regulations. During the year under review, no changes were made in the
above said schemes. Details regarding the above mentioned schemes along with their status are annexed to, and forms part of, this
report as Annexure D. In addition, the following details are disclosed in the said Annexure.

a. Relevant disclosures in terms of the ''Guidance note on accounting for employee share-based payments'' issued by ICAI and

b. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance
with ''Accounting Standard 20 - Earnings Per Share'' issued by ICAI.

The above information forms part of the Annual report. The web link to access the Annual report is http://www.ramco.com/
investor-relations/ramco_annual_report_2016.pdf.

Further, a certificate from Statutory Auditors, with respect to implementation of the above Employee''s Stock Option Schemes in
accordance with SEBI Guidelines and the resolution passed by the Members of the Company, would be placed before the Members at
the ensuing AGM, and a copy of the same shall be available for inspection at the Corporate Office of the Company during normal
business hours on any working day.

20. CORPORATE GOVERNANCE REPORT & AUDITOR''S CERTIFICATE

The Company has complied with the requirements regarding Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015.

A detailed Corporate Governance Report of the Company as required under Schedule V(C) of SEBI (LODR) Regulations, 2015 along with
the declaration on Code of Conduct and Statutory Auditor''s Certificate confirming Compliance with the conditions on Corporate
Governance as stipulated Schedule V (E) of SEBI (LODR) Regulations, 2015, is annexed to and forms part of, this report as
Annexure E, F & G.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of requirement of Regulation 34(2)(e) read with Part B of SEBI (LODR) Regulations, 2015, a Management Discussion and
Analysis Report elaborating upon the operations of the Company is annexed to and forms part of, this report as Annexure H.


22. PARTICULARS OF REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The disclosures in terms of provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1), (2) & (3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to remuneration, are provided in the Report as
Annexure I.

Having regard to the first proviso to Section 136(1) of the Companies Act, 2013, the physical copy of 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 on request. The full Annual Report including the aforesaid information is being
sent electronically to all those members who have registered their email addresses and is also available on the Company''s
website.

23. INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February 2015 has notified the Companies (Indian Accounting
Standard) Rules, 2015. In pursuance of this notification, the Company has adopted IND AS with effect from 1st April 2016. For
Company''s financial results for periods commencing on or after 1st April 2016, the corresponding previous periods'' figures will
also be recast in accordance with IND AS.

24. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the year ended 31st March 2016, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2016 and of the profit of
the Company for the year ended on that date;

(c) they had 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 had prepared the annual accounts on a going concern basis;

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

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER 31ST MARCH 2016

There are no material changes and commitments affecting the financial position of the Company which have occurred between the
31st March 2016 and the date of this report, except as otherwise disclosed in this Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to convey their appreciation for the support and co-operation received during the year under
review, from all the Government Authorities, Shareholders, Clients, Vendors, Partners, Bankers and other Business Associates.
Your Directors wish to place on record their deep sense of appreciation for the dedicated and sincere services rendered by the
Employees at all levels.

For and on Behalf of the Board

Place : Chennai P R RAMASUBRAHMANEYA RAJHA

Date : May 20, 2016 CHAIRMAN


Mar 31, 2013

The Directors have pleasure in presenting the Sixteenth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

The standalone and consolidated audited financial results for the year ended 31st March, 2013 are as follows:

Standalone for the Consolidated for the Particulars year ended 31st March, year ended 31st March, 2013 2012 2013 2012 (in Rs. Million) (in USD Million)

Revenue from Operations 1,690.93 1,518.24 44.53 47.26

Other Income 60.82 56.64 1.51 2.37

Total Revenue 1,751.75 1,574.88 46.04 49.63

Expenditure

- Changes in Inventories of Finished Goods, Stock-in-process 16.79 (15.90) 0.33 (0.31)

and Stock-in-trade Purchase of Stock-in-trade 59.92 29.37 1.11 0.64

Employee Benefit Expense 888.33 718.02 26.46 24.32

Finance Costs 60.52 25.64 1.13 0.54

Depreciation and Amortisation Expense 324.00 273.36 6.15 5.94

- Other Expenses 590.28 573.97 18.45 20.44

Total Expenses 1,939.84 1,604.46 53.63 51.57

Prof it / (Loss) Before Tax (188.09) (29.58) (7.59) (194)

Tax Expenses

- Current Tax (0.01) (0.10)

Deferred Tax

Profit / (Loss) After Tax and Before Minority Interest & Equity (188.09) (29.58) (7.58) (184) in Earnings

Minority Interest 0.04 0.04

Equity in Earnings of Affiliates 0.03 (0.09)

Prof it / (Loss) for the year (188.09) (29.58) (7.51) (189)



2. BUSINESS OPERATIONS

The year 2012-13 has been a turning point with renewed thrust and momentum being placed on establishing Ramco''s position in the global market. From being seen as an Indian provider of ERP on Cloud, Ramco embarked on a journey to position Ramco ERP on Cloud in the global market. With Cloud becoming mainstream, organizations across the world are slowly but steadily looking at leveraging Cloud-based solutions to improve their operational efficiencies and minimize their CAPEX spends.

Establishing Global Presence with Cloud Solutions:

After successfully building market recognition for Ramco ERP on Cloud in India, the company ventured into international shores with its Cloud offerings. This initiative was given the right impetus when we announced a strategic partnership with Amazon Web Services, whereby we host our cloud solutions on their platform. Our association with path breaking global technology providers such as Amazon, Google, and Dell, among others, have further reinforced market belief in the company, and helped establish our strength in newer markets.

The partner network has started yielding good results with around 45% of new customer additions being acquired through them. The year 2012-13 was rewarding with Ramco ERP on Cloud winning customers in 10 more countries across North America, Middle East, APAC and Australia, in addition to India, where we have continued to grow. The average size of customer and the subscription per user have also increased substantially compared to the previous years. The year also marked Ramco being positioned as a ''prominent player'' for Cloud ERP in India by a leading Global Technology research firm.

To address large enterprises which have a distributed set up, multiple suppliers, multiple dealers, multiple products, and presence across many markets, the company launched Ramco Connected Enterprise (RACE), a Cloud solution that helps the parent company connect with its extended enterprise and ecosystem.

Ramco Human Capital Management (HCM) continued to show promising growth with new customers such as REDTAG, NBQ, and Khimji Ramdas among others being added over the year. The company also entered into strategic partnerships to offer HCM on Cloud ''as a platform'', which has been gaining good momentum. The year ahead holds a lot of promise as the company has been working towards enhancing the HCM offering to address global payroll, Talent management, and offer the solution on Mobile devices with a cool new User Interface and Social features. The all new HCM is well set for breaking into the big league in the Cloud market.

From Transaction to Analytics:

Ramco Analytics continues to grow its market presence, especially in key segments such as Banking and Financial Services Industry (BFSI), where it currently serves five of the top ten banks in India. Ramco''s Automated Data Flow (ADF) offering which enables banks to comply with central Bank compliance requirements has been well-received in the Indian market.

Governance, the IT way:

Governments across the world have been adopting latest technologies to plan, manage and execute projects effectively and efficiently. Ramco has been at the forefront of tapping this need by offering a tailor-made solution—Ramco Government Resource Planning Suite— that helps Local Governments and Municipalities manage their end-to-end operations. This year too, we had several repeat orders from Governments and Municipalities in Africa.

Flying High with Ramco Aviation:

Ramco''s understanding of the Aviation Industry, its tailor made solutions and sizeable customer base, has enabled it to grow its footprint across the globe. Starting the year on a high, Ramco Aviation announced its first order of the year with Caribbean Airlines and then added Emirates, GoAir, Air Tahiti and Hevilift among others. Ramco ended the year on a high with 10 customers coming on board, globally.

Exploring to expand the market, the company also launched Ramco Aviation on Cloud for Airlines, MROs (Maintenance, Repair & Overhaul) and CAMO (Continuing Airworthiness Management Organization) at the Airline & Aerospace MRO & Operations IT Conference - AMERICAS, held at Miami, Florida. With this launch, the company will now be able to address organizations—even operators with fleet sizes of less than 10 aircrafts and small MRO centers— with specialized, integrated MRO solutions. On the product front, the company announced the availability of the solution on iPad and iPhones.

Fewer Offerings, Sharper Focus:

In order to compete and build market leadership, it is important that an enterprise''s focus, energy and spends are directed towards offerings that show tremendous growth potential. In line with this, under the stewardship of the new CEO, Ramco identified five focus product groups as its focus offerings for the year ahead—ERP, HCM, Aviation, Analytics and GRP. This has helped consolidate and synergize the internal assets to build futuristic solutions that can compete with global majors in the International market.

Product Philosophy:

Driven by the underlying theme of ''Customer Centricity'', we believe that technology should simplify businesses, not complicate them; it should free you, not tie you down. It is this philosophy that has been the driving force behind all our innovations and product developments. The year 2012-13 paved way for a product philosophy, aimed at developing an ERP that can address the needs of the next-gen user, across the globe. Built around the five pillars of Mobility, User Interface, Social, In-Memory and Context aware solutions, Ramco''s product philosophy of MUSIC (an abbreviation for the five pillars) has been well received and appreciated by the market.

- Mobility aims to connect business and users on the move.

- The Wizard Interface simplifies the complexities of an enterprise application. It is a combination of transaction and analytics, giving users a chance to manage routine tasks, aesthetically.

- The social aspect in the application reduces redundancy and latency in data handling and gamification, and when used as a persuasion technique, helps increase productivity.

- Operational efficiency, optimization of processes, complex scheduling of processes in an organization, etc. become elementary using the In-Memory capabilities of Ramco''s application.

- The context-aware feature builds the ability of an ERP to know the user, the role of the user, his location and the device from which it is being used. It makes the application intelligent, intuitive and location aware.

Adding another dimension to our product value proposition was the launch of role based WorkSpaces. WorkSpaces fundamentally change the way users interact with the application. It blends transactions with useful analytics, relevant to the context, thus providing a comprehensive view that enables the user to make effective decisions. Role-based ''WorkSpaces'' make the application "intuitive" and does away with the typical software usage experience of menus and screens. WorkSpaces present actionable data and alerts in the form of a to-do/exception list. This, in turn, enables users to prioritize work and effectively manage information flow, thereby enabling better productivity, reduced time and an enjoyable experience all together.

Going forward, the focus is to differentiate and stay ahead of the herd. Our years of experience and market knowledge are helping us get due attention. As we further strengthen our presence across newer markets, the focus is on building products and solutions that customers will vouch for, and in that process, build a successful organization.

3. INFORMATION ON SUBSIDIARIES

During the year the Company incorporated a wholly-owned subsidiary in Australia named Ramco Systems Australia Pty Ltd. The incorporation of RSL Software Company Limited, Sudan was also completed and capital contribution of the Company was made. As on 31st March, 2013, the Company has the following nine subsidiaries, Ramco Systems Corporation., USA; Ramco Systems Limited., Switzerland; Ramco Systems Pte. Ltd., Singapore; Ramco Systems Sdn. Bhd., Malaysia; RSL Enterprise Solutions (Pty) Ltd., South Africa; Ramco Systems Canada Inc., Canada (step down subsidiary of Ramco Systems Corporation., USA); Ramco Systems FZ-LLC, Dubai; RSL Software Company Limited, Sudan and Ramco Systems Australia Pty Ltd., Australia.

There has been no material change in the nature of the business of subsidiaries during the year. A statement containing the brief financial details of the subsidiaries is included in the Annual Report.

4. PARTICULARS REQUIRED UNDER SECTION 212 OF THE COMPANIES ACT, 1956

As required under the Listing Agreement entered into with the Stock Exchanges, the Global Consolidated Financial Statement together with Auditor Report thereon for the year ending 31st March, 2013 is presented in this Report.

MCA had issued General Circular No. 2/2011 dated 8th February, 2011, granting exemption to all companies from the provisions of Section 212 of the Companies Act, 1956, subject to compliance with conditions mentioned in the said circular. Among other things, the said circular requires the presentation of Audited Consolidated Financial statement of the holding company and all the subsidiaries in compliance with the applicable Accounting Standards and Listing Agreement in the Annual Report. In line with this, we present the Global Consolidated Financial Statements consolidating the financial statements of the Company and its nine subsidiaries viz., Ramco Systems Corporation., USA; Ramco Systems Limited., Switzerland; Ramco Systems Pte. Ltd., Singapore; Ramco Systems Sdn. Bhd., Malaysia; RSL Enterprise Solutions (Pty) Ltd., South Africa; Ramco Systems Canada Inc., Canada (step down subsidiary of Ramco Systems Corporation., USA); Ramco Systems FZ-LLC, Dubai; RSL Software Company Limited, Sudan and Ramco Systems Pty Australia Ltd., Australia. Consequently, we are not attaching the Financial Statements of these Subsidiaries.

Further, the Annual Accounts of the said subsidiaries and the related detailed information will be made available to the Shareholders of the Company and its Subsidiaries seeking such information at any point of time and the same shall be kept for inspection by any Shareholder at the Corporate Office of the Company.

5. CHANGES IN CAPITAL STRUCTURE

During the Financial Year 2012-13, the Share Capital of the Company has undergone change to the extent of allotment of shares to eligible employees under the Company''s Employee Stock Option Scheme, 2008 (ESOS 2008), Employee Stock Option Scheme, 2009-Plan A (ESOS 2009-Plan A), Employee Stock Option Scheme, 2009-Plan B (ESOS 2009-Plan B) and Employees Share Purchase Scheme, 2004 (ESPS 2004). The Company has allotted a total of 2,20,372 equity shares to the employees of the Company and its Subsidiaries during the year pursuant to exercise of the vested options and shares alloted under ESPS.

The following table presents the allotment of equity shares by the allotment committee of the Board during the year under review:

Date of allotment No. of Shares Allotted

24th April, 2012 14,340

28th May, 2012 1,03,000

25th June, 2012 4,807

24th July, 2012 23,530

23rd August, 2012 17,638

5th October, 2012 10,145

7th November, 2012 14,809

12th December, 2012 12,982

29th January, 2013 16,637

20th March, 2013 2,484

Total 2,20,372

Consequent to the above the paid up equity share capital of the Company has increased from Rs. 15,51,67,430 (comprising of 1,55,16,743 shares of Rs.10 each) to Rs. 15,73,71,150 (comprising of 1,57,37,115 shares of Rs.10 each).

6. RIGHTS ISSUE 2013

The Board of Directors of the Company had, in its meeting held on 30th May, 2013 approved a Rights Issue of equity shares to raise up to Rs. 125 Crores ("Rights Issue") and constituted a Committee of Directors named "Rights Issue 2013 Committee" to finalize the modalities and steps involved in the Rights Issue.

7. RESEARCH AND DEVELOPMENT

As in previous years, special emphasis has been placed on R&D in Ramco Systems this year. R&D efforts have been channelized towards providing various enhancements in our products such as Ramco ERP on Cloud - Standard (REOCS), Ramco ERP on Cloud - Enterprise (REOCE), Ramco VirtualWorks®, and Ramco DecisionWorks™.

Ramco ERP on Cloud - Standard (REOCS)

The year 2012-13 saw the expansion of the REOCS product into the Global market. The Product has been enhanced to address the needs of customers in US, ASEAN, Australia, Africa and Middle East regions. Enterprise Asset Maintenance Module is a significant addition to the Product portfolio. Maintenance Management solution in RODE provides an integrated solution for handling maintenance needs of the organization. Organizations can effectively identify record, track and execute maintenance needs of its assets. The solution will help organization to plan and schedule maintenance activities to prevent or predict failures and ensure that the machinery in the organization is geared to meet the production challenges without any disruption.

Significant Improvements have been made in the Production Module to cater to the needs of Process Manufacturing Industries. The product''s comprehensive process manufacturing helps to gain end to end visibility across the manufacturing cycle and allow the user to take full control of shop floor and exercise stringent control over materials, products and processes while adhering to quality and safety.

The HCM and payroll module has been completely revamped to provide an Ultra-Cool Interface through the use of Workspaces. HCM / Payroll continues to stay at the leading edge of technology through the adoption of Mobile technology, In Memory Payroll, Social Media integration and Gamification. Global Payroll has grown in leaps and bounds with the support for several countries across the globe.

Tremendous strides have been taken in the design and Development of RACE (Ramco Connected Enterprise). A full fledged Dealer Management System has been developed based on this architecture.

The rapid adoption of SOA (Service Oriented Architecture) based on the Ramco IRIS Framework has facilitated ease of integration on the cloud by means of Web Services. Analytics Applications based on Ramco Decision Works is also a significant achievement this year.

Ramco ERP on Cloud - Enterprise (REOCE)

Ramco ERP on Cloud - Enterprise Edition (REOCE) was enhanced with features for MUSIC (Mobile, Usability, Social, In memory and Context aware) in keeping with the company''s technology vision. iPhone applications for work order reporting, Inspection order reporting, Fault reporting and spares / stock enquiry have been developed. User friendly Work spaces with Ultra-Cool interfaces have been built for Branch & corporate Purchasing and stores operation, bulk processing for increments / pay elements/ appraisal etc.

Additionally, functional improvements like new module for Transport Management, service resource management and features enhancements including Supplier / Customer Adjustments across Business Units, Transaction-wise Supplier / Customer Revaluation, Transfer of Capital-Work-in-Progress across Asset Classes, Milestone Based Payments, Capability to do Root Cause Analysis on Maintenance Work Order, Event Based User Access control at Maintenance Work Log, Multilevel authorization for Project, Proposal, Project Milestones, Vehicle Request & Payroll process, Auto generation of Subcontract Request & Stock Transfer Order for Projects, and Adhoc travel expense settlement were developed.

The global payroll application has been extended to cover Thailand, USA, UK, TAIWAN, Hong Kong, Philippines, Vietnam and Australia. Technological advancements like Fire and Forget Services were also incorporated. Capability to run Payroll processing with In Memory computing has been added. Employee socialising features like Wish your Colleague, Corporate Message, News / Bulletin, Circulars and Thought for the Day, Google map integration for fault reporting & stock enquiry were added.

Now REOCE application reports can now be rendered through Ramco Advanced Reporting and Intelligence tool as well as Crystal reports.

Ramco VirtualWorks®

Ramco Systems has developed and deployed powerful solutions in various Geographies and Industry Segments for over a decade. At the heart of these offerings is our highly flexible platform - Ramco VirtualWorks®: a collaborative solution innovation platform. Its unique collaborative co-creation process results in enterprise solutions that fit like a glove, and integrate seamlessly with other technology systems, platforms and applications. Ramco VirtualWorks® enables enterprises build their next generation enterprise solution with a powerful infrastructure which provides complete control over its software assets, enables reduced time for transformation / development and exceptional quality.

Ramco VirtualWorks® comprises a Model driven development Environment, a Business Services Repository, Service Oriented Architecture (SOA) based Enterprise Solution Architecture and an Enterprise Event Bus, coupled with the Enterprise Information Management platform. Ramco VirtualWorks® also provides a comprehensive set of tools for partners as part of the Partner Development Kit (PDK). Extension Development Kit (EDK) has been enhanced for partners to develop extensions on the Cloud for Ramco OnDemand Customers. Query By Example (QBE) is a new tool provided for adhoc querying support through Ramco VirtualWorks® 3.0 framework.

To further facilitate Implementation teams with a far reaching solution, Dynamic Extensions (DynEx), a capability that enables unique behavior for every customer from a single hosted code base. This has been a very powerful innovation which enables highly dynamic implementations on the cloud.

Ramco VirtualWorks® has been enhanced significantly to provide Rich Cool User Interfaces, based on the paradigm of Works spaces. Works spaces enable users to perform a lot of their day to day activities without jumping between screens. The user has access to various functional categories, transaction history, transaction Analytics, frequently used traversals and also a simplified data entry. A complex data entry requirement could be enabled by providing a link to the usual transaction screens.

Ramco VirtualWorks® provides a comprehensive infrastructure for addressing various integration needs of the customers. This enables a closer integration between solutions and an effective technology transition roadmap for the customer.

Ramco VirtualWorks® has been enriched with a powerful In-Memory process optimization engine, which being agent based, offers tremendous performance improvement for very complex application processing such as Payroll, MRP and Scheduling.

Ramco VirtualWorks® addresses all the requirements for rapid enterprise application development, deployment and maintenance at the lowest possible Total Cost of Ownership (TCO). Ramco VirtualWorks® incorporates concepts such as SOA, Componentization and support for Model driven development, making it the most comprehensive application framework for developing large enterprise applications.

Ramco DecisionWorks™

This year the analytics group has made a number of significant product (prepackaged an alytics) and platform deliveries. The prepackaged analytics area, covers product releases across Banking, Aviation and Equipment Rental & Maintenance leveraging on Ramco DecisionWorks™. On the platform side, viz., Ramco DecisionWorks™, significant enhancements include areas covering usability, performance and functionality. The notable enhancements themes covered are enhancements to Query and Reporting, through release of Advanced Reporting & intelligence, Planning and Budgeting, Workflow, Data Integration and Visualizations.

Ramco Aviation

Ramco Aviation Solution underwent major functional and technical advancements in the year 2012-13, targeted towards market expansion and increased user adoption. The high level of focus on usability and application simplicity materialized in the form of specialized tablet and smartphone based mobility solutions for line maintenance. The product also saw the introduction of unified WorkSpaces - a radically different data driven user interaction model that places intuitiveness and simplicity at the center of user experience. Addition of offline maintenance capability that allows field operations to be conducted in a disconnected mode, increases the potential reach of the solution to more markets and diverse operating environments, which will serve to strengthen the product''s leadership position in the world-wide helicopter operator market.

8. GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

MCA has implemented "Green Initiative in the Corporate Governance" vide Circular Nos. 17/2011 dated 21st April, 2011 and 18/2011 dated 29th April, 2011 enabling electronic delivery of Notices for General Meetings, Annual Report containing Balance Sheet, Profit & Loss Account, Auditor''s Report, Directors'' Report, etc., and other communications to the members.

As in earlier years, with intent to participate in the Green Initiative, the Company proposes to send such documents in electronic form to the E-Mail addresses of the members as available with the Depositories. Henceforth, the E-Mail addresses indicated in the respective Depository Participant (DP) accounts, periodically downloaded from National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL), will be deemed to be the registered E-Mail address of the members for serving Notices for General Meetings, Annual Report containing Balance Sheet, Profit & Loss Account, Auditor''s Report, Directors'' Report, etc., and other communications. Full text of the above said documents will be also be displayed on the website of the Company, www.ramco.com and all other requirements of the aforesaid MCA circular will be duly complied with.

Members holding shares in electronic mode are therefore requested to ensure to keep their E-Mail addresses updated with the Depository Participant. Members holding shares in physical mode are also requested to provide the E-Mail address, quoting their Folio Number, to our Registrar and Share Transfer Agent, viz., Cameo Corporate Services Limited, (Unit: Ramco Systems Limited), by writing to them at Subramanian Building, No.1, Club House Road, Mount Road, Chennai 600 002, or by E-Mail to investor@cameoindia.com.

9. FIXED DEPOSIT

Your Company has not accepted any fixed deposits during the year.

10. BOARD OF DIRECTORS AND COMMITTEES

As per Section 255 and 256 of the Companies Act, 1956 Shri N K Shrikantan Raja and Shri A V Dharmakrishnan, Directors, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re- appointment. The Board of Directors recommends the above re-appointments for approval of the members.

The brief resume and other details relating to the directors, as stipulated under Clause 49(IV) (G) of the Listing Agreement, are furnished in the Notice of Annual General Meeting being sent to the members along with this Annual Report.

The Company has constituted the following Committees of the Board:

(a) Audit Committee

(b) Shareholders Committee

(c) Remuneration Committee

(d) Compensation Committee

(e) Allotment Committee

(f) Rights Issue 2013 Committee

Details about constitution, composition and terms of reference of the above referred Committees are elaborated in the Report on Corporate Governance which is annexed to, and forms part of, this report.

11. AUDITORS

M/s. CNGSN & Associates, Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting and being eligible pursuant to the provisions of the Companies Act, 1956 and the provisions of Clause 41 of the listing agreement, offer themselves for re-appointment. The Board of Directors recommends the Auditor''s re-appointment.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed to, and forms part of, this report (Refer Annexure A).

13. EMPLOYEE PARTICULARS

The particulars of Employees as required to be disclosed in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time, are included in the Directors'' Report by way of an annexure. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all Shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Corporate Office of the Company.

14. EMPLOYEES STOCK OPTION PLAN/ SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

The growth of the Company has, in large measure, been possible owing to the wholehearted support, commitment and teamwork of its personnel. Accordingly, the Company had instituted various Employee Stock Option Schemes / Plans (ESOS/ESOP) for the benefit of employees. The following schemes have been established by the Company:

(A) Employee Stock Option Plan, 2000 (ESOP 2000)

(B) Employee Stock Option Scheme, 2003 (ESOS 2003)

(C) Employee Stock Option Scheme, 2004 (ESOS 2004)

(D) Employee Stock Option Scheme, 2008 (ESOS 2008)

(E) Employee Stock Option Scheme, 2009 - Plan A (ESOS 2009-Plan A)

(F) Employee Stock Option Scheme, 2009 - Plan B (ESOS 2009-Plan B)

The Company has also implemented the following Employee Share Purchase Plans /Schemes (ESPP/ESPS):

(A) Employee Share Purchase Plan, 1999 (ESPP 1999)

(B) Employee Stock Purchase Scheme, 2004 (ESPS 2004)

Details regarding the above mentioned schemes along with their status as per the requirements of SEBI (ESOS & ESPS) Guidelines, 1999, are annexed to, and forms part of, this report (Refer ANNEXURE B). Further, a certificate from Statutory Auditors, with respect to implementation of the above Employee''s Stock Option Schemes in accordance with SEBI Guidelines and the resolution passed by the members of the Company, would be placed before the Shareholders at the ensuing Annual General Meeting, and a copy of the same shall be available for inspection at the Corporate Office of the Company.

15. CORPORATE GOVERNANCE REPORT & AUDITORS CERTIFICATE

The Company is committed to maintaining high standards of Corporate Governance, protecting the Customers'', Shareholders'' and other Stakeholders'' interests. Towards this, the Company has adopted high standards of governance principles, practices and disclosure levels.

A detailed Corporate Governance Report of the Company (Refer ANNEXURE C) along with the declaration on Code of Conduct (Refer ANNEXURE D) and Statutory Auditor''s Certificate (Refer ANNEXURE E) confirming Compliance with the conditions on Corporate Governance as stipulated in Clause 49 of the Listing agreement, are annexed to, and forms part of, this report.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of requirement of Clause 49(IV) (F) of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report elaborating upon the operations of the Company is annexed to, and forms part of, this report (Refer ANNEXURE F).

17. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

- that the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

- that the selected Accounting Policies were applied consistently and judgments and estimates that are reasonable and prudent were made 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 of the Company for that period;

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- that the Annual Accounts were prepared for the Financial Year ended 31st March, 2013 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take this opportunity to convey their appreciation for the support and co-operation received during the year under review, from all the Government Authorities, Shareholders, Clients, Vendors, Partners, Bankers and other Business Associates. Your Directors wish to place on record their deep sense of appreciation for the dedicated and sincere services rendered by the Employees at all levels.

For and on Behalf of the Board

Place : Chennai P R RAMASUBRAHMANEYA RAJHA

Date : 30th May, 2013 CHAIRMAN

 
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