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Directors Report of Ramco Systems Ltd.

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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