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Notes to Accounts of Ramco Systems Ltd.

Mar 31, 2017

1 During the year, the Company had, based on the estimates, determined that future taxable profit will be available against which the deductible temporary differences and unused tax losses / unused tax credits can be utilized and hence has recognized net deferred tax asset as above including the credit pertaining to earlier years.

2 During the year, the Company had, based on the estimates, determined that future economic benefits in the form of adjustment against the discharge of the normal tax liability within the specified period in which the MAT is allowed to be utilized, will be available and hence has recognized MAT credit entitlement as above including the credit pertaining to earlier years.

3. First time adoption of Ind AS

These are the Company’s f rst financial statements prepared in accordance with Ind AS.

The accounting policies set out in these financial statements have been applied in preparing the financial statements for the year ended 31 March 2017, the comparative information presented in these financial statements for the year ended 31 March 2016 and in the preparation of an opening Ind AS Balance Sheet at 01 April 2015 (The Company’s date of transition). In preparing its opening Ind AS Balance Sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP). The Balance Sheet as on the date of transition has been prepared in accordance with Ind AS 101 - First time adoption of Indian Accounting Standards. All applicable Ind AS were applied consistently and retrospectively in preparation of the first Ind AS Financial Statements with certain mandatory exceptions and voluntary exemptions for the specific cases as provided under Ind AS 101. An explanation / reconciliation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance is set out in note no. 32.1.

Set out below are the applicable Ind AS 101 mandatory exceptions and optional exemptions applied in the transition from previous GAAP to Ind aS.

4. Ind AS mandatory exceptions

5 Estimates

The estimates at 01 April 2015 and at 31 March 2016 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to refect any differences in accounting policies) apart from the following items where application of Indian GAAP did not require estimation:

- Fair valuation of derivative instruments

- Impairment of financial assets based on expected credit loss model

The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions at 01 April 2015, the date of transition to Ind AS and as of 31 March 2016.

6 De-recognition of financial assets and liabilities

The Company has elected to apply the de-recognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.

7 Hedge accounting

The Company has measured derivatives at fair value eliminating all gains and losses arising on derivatives and does not have any hedging relationship as on the transition date.

8 Classification and measurement of financial assets

The Company has evaluated the facts and circumstances existing on the date of transition to Ind AS for the purpose of classification and measurement of financial assets and classified accordingly.

9 Impairment of financial assets

The Company has applied the impairment requirement under Ind AS 109 retrospectively based on the reasonable and supportable information that is available on transition date without undue cost or effort.

10. Ind AS optional exemptions

11 Share based payments

The Company has elected to apply Ind AS 102 share based payment to equity instruments in respect of the unvested options as on the transition date.

12 Deemed cost

The Company has elected to continue with the carrying value for all of its property, plant and equipment and intangible assets as recognized in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and used that as its deemed cost as at the date of transition.

13 Investment in subsidiaries

The Company has opted to measure its investments in subsidiaries as per the previous GAAP carrying amount as at the date of transition.

14 Reconciliations

The following reconciliations provide the effect of transition to Ind AS from Indian GAAP in accordance with Ind AS 101.

15. Equity as at 01 April 2015 and 31 March 2016

16. Net profit for the year ended 31 March 2016

Sub notes

17. Imputed interest in respect of customer contracts having extended credit periods

Imputed interest in respect of customer contracts having extended credit period was not earlier segregated as interest income, but was shown as part of the revenue from operations. The same has been worked out and dealt with as below:

18.a. Imputed net interest of Rs.6.74 Mln. in respect of revenues accrued till 01 April 2015 has been reduced from the opening retained earnings on transition date. The net interest of Rs.2.27 Mln. for the year 2015-16 has been reduced from the revenue from operations which resulted in cumulative reduction of Rs.9.01 Mln. from retained earnings as at 31 March 2016.

19.b. Imputed interest of Rs.5.62 Mln. in respect of revenues accrued in the financial year 2015-16 has been reduced from revenue from operations. The imputed interest amounting to Rs.3.34 Mln., attributable to the financial year 2015-16 has been accrued and shown under finance income.

20. Share based payments

The Company has issued various stock option schemes to the option grantees. As required under Ind AS the unvested stock options have now been fair valued, instead of intrinsic value accounting made under the previous Indian GaAp. The difference has been dealt with as below:

The differential cost of fair value amounting to Rs.96.70 Mln. has been reduced from the opening retained earnings on transition date. The differential cost of fair value for the financial year 2015-16 amounting to Rs.100.77 Mln. has been added to employee benefits expense which resulted in cumulative reduction of Rs.197.47 Mln. from retained earnings as at 31 March 2016. During the financial year 2015-16 Rs.14.73 Mln., has been transferred to securities premium account from stock options outstanding account relating to the stock options exercised by the option grantees.

21. Other comprehensive income

Under Indian GAAP, the Company has not presented other comprehensive income (OCI) separately. The following reclassifications have been now made:

22.a. Foreign exchange fluctuation expense of Rs.1.28 Mln. for the financial year 2015-16 pertaining to foreign branches, earlier considered understatement of profit and loss has now been grouped under OCI, on account of change in functional currency of foreign operation and shown as currency translations reserve in the Balance Sheet.

23.b. Under Indian GAAP including actuarial gains and losses relating to defined benefit obligations were charged to statement of profit and loss. Under Ind AS, remeasurement gains and losses are recognized under OCI. Thus the employee benefits expense cost has been reduced by Rs.4.80 Mln. and recognized in the OCI during the financial year 2015-16.

24. Recovery of expenses from customers

Under Indian GAAP, the recovery of expenses from customers were presented under other income. Under Ind AS, the same is required to be netted off with the relevant expenditure. Thus Rs.20.57 Mln. has been reduced from other income and netted off with other expenses during the financial year 2015-16.

For the purposes of this clause, the term “Specified Bank Notes” shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated the 08 November 2016.

35. Related party transactions

2nformation on names of related parties and nature of relationship as required by Ind AS 24 on related party disclosures are given below:

a. Subsidiary companies

1. Ramco Systems Corporation, USA 7. Ramco Systems FZ-LLC, Dubai

2. Ramco Systems Ltd., Switzerland 8. RSL Software Company Limited, Sudan

3. Ramco Systems Pte Ltd., Singapore 9. Ramco Systems Australia Pty Ltd., Australia

4. Ramco Systems Sdn Bhd., Malaysia 10. Ramco System Inc., Philippines

5. RSL Enterprise Solutions (Pty) Ltd., South Africa

6. Ramco Systems Canada Inc., Canada (wholly owned subsidiary of Ramco Systems Corporation, USA)

b. Key managerial personnel (KMP), including KMP under Companies Act, 2013

1. P R Ramasubrahmaneya Rajha, Chairman

2. P R Venketrama Raja, Vice Chairman & Managing Director

3. Virender Aggarwal, Chief Executive Officer

4. R Ravi Kula Chandran, Chief Financial Offer

5. G Karthikeyan, Company Secretary (was on employment till 05 December 2016)

6. M M Venkatachalam, Independent Director

7. V Jagadisan, Independent Director

8. A V Dharmakrishnan, Non-Executive, Non Independent Director

9. R S Agarwal, Independent Director

10. Soundara Kumar, Independent Director

c. Relatives of KMP

1. P R Venketrama Raja, Son of P R Ramasubrahmaneya Rajha

2. R Sudarsanam, Spouse of P R Ramasubrahmaneya Rajha

3. S Saradha Deepa, Daughter of P R Ramasubrahmaneya Rajha

4. R Nalina Ramalakshmi, Daughter of P R Ramasubrahmaneya Rajha

5. P V Nirmala, Spouse of P R Venketrama Raja

6. B Srisandhya Raju, Daughter of P R Venketrama Raja

7. P V Abinav Ramasubramaniam Raja, Son of P R Venketrama Raja

d. Enterprises over which the above persons exercise significant influence and with which the Company has transactions during the year

1. Rajapalayam Mills Limited 14. Sudarsanam Estate

2. The Ramco Cements Limited 15. Shri Abhinava Vidya Theertha Seva Trust

3. Ramco Industries Limited 16. Smt. Lingammal Ramaraju Shastra Prathista Trust

4. The Ramaraju Surgical Cotton Mills Limited 17. The Ramco Cements L imited Educational and

5. Sri Vishnu Shankar Mills Limited Charitable Trust

6. Sandhya Spinning Mill Limited 18. Gowrihouse Metal Works

7. Thanjavur Spinning Mill Limited 19. JKR Enterprises Limited

8. Rajapalayam Spintex (A division of 20 Gowrishankar Screws Rajapalayam Mills Ltd) 2 1 i P.A . C.R Sethuramammal Charity Trust

9. Sri Harini Textiles Limited 22. P.A.C.R. Sethuramammal Charities

10. Swarna Boomi Estate 23. Rajapalayam Spinners Limited

11. Thanga Vilas Estate 24. Ontime Industrial Services Limited

12. Rajapalayam Textile Limited 25. Madurai Trans Carrier Limited

13. Shri Harini Media Limited 26. Ramco Welfare Trust

Notes:

a) Details of corporate guarantee / Undertaking given by the Company are given in the note no.38.

b) The above figures include Service Tax / Vat / CST as applicable.

c) Represents conversion of loan of Rs.346.65 Mln.SGD 7.45 Mln. to equity.

d) The transactions with related parties are at arm’s length basis. The outstanding balances are unsecured and interest free, except loan transactions. The Company has not recorded any impairment of receivables owed by related parties. Payment terms for related party transactions are 30 to 60 days, except in the case of overseas subsidiaries, from whom the receivables are realized within the prescribed period.

e) Remuneration to P R Venketrama Raja represents Basic pay and other allowances / perquisites amounting to Rs.1.08 Mln. and retrial contribution Rs.0.09 Mln. during the current and previous year.

f) Details of corporate guarantees availed from related parties are given in note nos.16 and 19.

g) 2,500 options granted during the year under employees stock option scheme to G Karthikeyan.

36. The fair values of financial assets and liabilities are determined at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial instruments approximate their carrying amounts largely due to their short term maturities of these instruments.

27. Capital management

For the purpose of the Company''s capital management, capital means the Total Equity as per the Balance Sheet. The primary objective of the Company''s capital management is to maximize the Shareholder’s wealth.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The Company monitors capital using a gearing ratio, which is Net Debt divided the Total Equity.

Rs. Mln.

28. Financial risk management objectives and policies

The Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework and thus established a risk management policy to identify and analyze the risks faced by the Company. The risk management systems are reviewed periodically. The Audit Committee of the Board overseas the compliance with the policy. The Internal Audit reviews the risk management controls and procedures and reports to the Audit Committee.

The Company''s financial risks comprise of market risk, credit risk and liquidity risk.

A. Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk and currency risk.

A.1 Interest rate risk

The Company has borrowed debt at variable rates to finance its operations, which exposes it to interest rate risk. The Company''s interest rate risk management planning includes achieving the lowest possible cost of debt financing, while managing volatility of interest rates, applying a prudent mix of fixed and floating debt, either directly or through the use of derivative financial instruments affecting a shift in interest rate exposures between fixed and floating.

B. Credit risk

Credit risk is the risk of financial loss to the Company, if the customer or counter party to the financial instruments fail to meet its contractual obligations and arises principally from the Company''s receivables, treasury operations and other operations that are in the nature of lease.

Customer credit risk is managed by Company’s established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables and unbilled revenues are regularly monitored.

B.1 Trade receivables

Trade receivable of the Company include dues from its overseas subsidiaries which are risk free and other customer receivables are exposed to credit risk. The number of other customers and percentage out of total other customers who owed more than Rs.5.00 Mln. as at 31 March 2017: 13 customers accounted for 43%, as at 31 March 2016: 24 customers accounted for 63% and as at 01 April 2015: 23 customers accounted for 63% accordingly.

Trade receivables are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or failing to engage in a repayment plan with the Company and where there is a probability of default. The Company creates a provision based on Expected Credit Loss for trade receivables at the rate of 3% on out standings more than 365 days.

B.2 Unbilled Revenue

Unbilled Revenue of the Company are also exposed to risk in the event of the inability to bill the customer. The Company creates a provision based on Expected Credit Loss at the rate of 3% on the outstanding more than 365 days.

B.3 Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties. The Company is presently exposed to counter party risk relating to deposits and investments made in mutual funds. The Company places its cash equivalents based on the creditworthiness of the financial institutions.

C. Liquidity risk

Liquidity Risks are those risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. In the management of liquidity risk, the Company monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the company''s operations and to mitigate the effects of fluctuations in cash flows. Due to the dynamic nature of the underlying business, the Company aims at maintaining flexibility in funding by keeping both committed and uncommitted credit lines available.

29. The Company has only one operating segment, viz., Software Solutions & Services and hence the segment reporting required under Ind AS 108 does not apply.

30. The Company’s shares are listed on BSE Limited and The National Stock Exchange of India Limited. In line with the provisions of the listing agreement with the stock exchanges, the listing fee for the financial year 2016-17 have been paid to the BSE Limited and The National Exchange of India Limited.

31. Figures for the previous year(s) have been regrouped / restated wherever necessary to make them comparable with the figures for the current year.

32. The figures in Rupees have been rounded off to the million in current and previous years.


Mar 31, 2016

note:1. The Share Application Money Pending Allotment as at the year end, represents receipt pursuant to the exercise of Options
under the Employee Stock Option Scheme, 2008, 2009 Plan A and 2009 Plan B of the Company. Under the said scheme, 1 share of
Rs.10 each, at a premium of Rs.41 for 5,561 shares & Rs.80 for 4,617 shares (previous year at a premium of Rs.41 for 914 shares &
Rs.73 for 301 shares), needs to be issued for each option exercised. The shares need to be allotted within 60 days from the
receipt of exercise application money. No such application money has been pending beyond the stipulated time for allotment.


* Nil (Rs.2,075.00 Mln. supported by Corporate Guarantee from The Ramco Cements Limited.) ** Nil (Rs.100.00 Mln. supported by
Corporate Guarantee from The Ramco Cements Limited.)


1. Terms of Repayment and Security details

1) Loans repayable on Demand, from Banks, secured consists of

(a) Nil (previous year Rs.10.00 Mln. secured by a pari-passu first charge on the current assets including stocks and book debts
and supported by a Corporate Guarantee from Ramco Industries Limited.)

2) Loans from Banks, Unsecured, consists of

(a) Nil (previous year Rs.250.00 Mln. supported by Corporate Guarantee from The Ramco Cements Limited.)

3) Loans from Others, Unsecured, consists of

(a) Nil (previous year Rs.280.00 Mln. supported by Corporate Guarantee from The Ramco Cements Limited.)

* Supported by Corporate Guarantee from The Ramco Cements Limited

** Includes advance collected from customers and payable to vendors for capital payables

2. Tax on book profits (MAT) has been provided for. No provision for regular tax for the Company (including its Branch- es at
United Kingdom and Germany) has been made in view of absence of taxable profits during the current and previous year. The company
has net deferred tax assets as on March 31, 2016 and as on March 31, 2015, which arise mainly on account of carry forward losses.
However the company has not taken credit for such net deferred tax assets.

3.There are no Micro and Small Enterprises, to whom the Company owes dues as at 31st March 2016 and on 31st March 2015. This
information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined
to the extent such parties have been identified on the basis of information available with the Company.


Notes:

4. Gross block under Vehicles includes assets purchased under Hire Purchase Rs.26.41 Mln. (previous year Rs.27.61 Mln.), Net block
as on March 31, 2016 Rs.15.83 Mln. (previous year Rs.21.73 Mln.).

5. Gross block under Servers and Networks includes assets purchased under Finance Lease Rs.25.29 Mln. (previous year Rs.25.29
Mln.), Net block as on March 31, 2016 Nil (previous year Nil).

6. Additions to the gross block in respect of Technology Platform include capitalization of interest amounting to Nil (previous
year Rs.61.12 Mln.) and Product Software include Nil (previous year Rs.166.30 Mln.).

7. The depreciation on tangible assets is provided on the straight-line method as prescribed under Schedule II to the Companies
Act, 2013, over the useful life of those assets. As prescribed in said Schedule II, during the previous year an amount of Rs.9.02
Mln. towards depreciation has been charged in the opening balance of retained earnings for the assets in respect of which the
remaining useful life was Nil as on April 01, 2014 and in respect of other assets on that date, depreciation has been worked out
based on remaining useful life of those assets.


Note: The Company is engaged in development of software products, which are marketed by the Company and its overseas
subsidiaries. The intellectual property rights are held by the company. There are in-built warranties for performance and
support. Claims which may arise out of these are not quantifiable and hence not provided for.


8. Research and Development

Statement of Profit and Loss, Balance Sheet and Schedules, based on separate books maintained in respect of the Research &
Development Activities, are enclosed.

9. Segment Revenue

The company currently operates only in one segment, viz., Software solutions & Services and hence the segment reporting as
required by AS-17, issued by The Institute of Chartered Accountants of India does not apply.

10. Related Party Transactions

As per Accounting Standard (AS-18) issued by The Institute of Chartered Accountants of India, the Company''s related parties are
given below:

a. Subsidiary Companies

1. Ramco Systems Corporation, USA 6. Ramco Systems Canada Inc., Canada

2. Ramco Systems Ltd., Switzerland (wholly owned subsidiary of Ramco Systems

3. Ramco Systems Pte. Ltd., Singapore Corporation, USA)

4. Ramco Systems Sdn. Bhd., Malaysia 7. Ramco Systems FZ-LLC, Dubai

5. RSL Enterprise Solutions (Pty) Ltd., South Africa 8. RSL Software Co. Ltd., Sudan

9. Ramco Systems Australia Pty Ltd., Australia

b. Key Managerial Personnel

1. Shri P R Ramasubrahmaneya Rajha, Chairman

2. Shri P R Venketrama Raja, Vice Chairman & Managing Director

3. Shri Virender Aggarwal, Chief Executive Officer

Relatives of KMP

1. Shri P R Venketrama Raja, Son of Shri P R Ramasubrahmaneya Rajha

2. Smt. R Sudarsanam, Spouse of Shri P R Ramasubrahmaneya Rajha

3. Smt. S Saradha Deepa, Daugher of Shri P R Ramasubrahmaneya Rajha

4. Smt. R Nalina Ramalakshmi, Daughter of Shri P R Ramasubrahmaneya Rajha

5. Smt. P V Nirmala, Spouse of Shri P R Venketrama Raja

6. Smt. B Srisandhya Raju, Daughter of Shri P R Venketrama Raja

7. Shri P V Abinav Ramasubramaniam Raja, Son of Shri P R Venketrama Raja

c. Enterprises over which the above persons exercise significant influence and with which the company has transactions during
the year ("Group")

1. Rajapalayam Mills Limited 13. Sudarsanam Estate

2. The Ramco Cements Limited 14. Ramco Welfare Trust

3. Ramco Industries Limited 15. Smt. Lingammal Ramaraju Shastra Prathista Trust

4. The Ramaraju Surgical Cotton Mills Limited 16. The Ramco Cements Limited Educational and

5. Sri Vishnu Shankar Mills Limited Charitable Trust

6. Sandhya Spinning Mill Limited 17. Gowrihouse Metal Works

7. Thanjavur Spinning Mill Limited 18. JKR Enterprises Limited

8. Sri Harini Textiles Limited 19. Gowrishankar Screws

9. Swarna Boomi Estate 20. P.A.C.R. Sethuramammal Charity Trust

10. Thanga Vilas Estate 21. P.A.C.R. Sethuramammal Charities

11. Rajapalayam Textile Limited 22. Rajapalayam Spinners Limited

12. Shri Harini Media Limited


11 Amounts recovered from Subsidiaries towards expenses incurred on account of on-site employees to the extent of Rs.155.64 Mln.
(previous year Rs.107.69 Mln.) have been netted off from expenses.

12 The Company''s shares are listed on BSE Limited and The National Stock Exchange of India Limited. In line with the provisions
of the listing agreement with the stock exchanges, the listing fee for the financial year 2015-16 have been paid to the BSE
Limited and The National Stock Exchange of India Limited.

13 Figures for the previous year have been regrouped / restated wherever necessary to make them comparable with the figures for
the current year.

14. The figures in Rupees have been rounded off to the million in both current and previous year.


Mar 31, 2013

1.1 The hire purchase loans are secured by hypothecation of assets (Vehicles) procured under the hire purchase scheme.

1.2 Terms of repayment: These loans are repayble in 48/60 equal monthly instalments from the date of disbursement. The interest and maturity profile are as under:

2.1 Short Term Borrowings Terms of Repayment and Security details

Loans repayable on demand, from Banks, secured, consists of:

(a) Rs.10.00 Mln. (previous year Rs.10.00 Mln.) secured by a pari-passu first charge on current assets including stocks and book debts and fixed assets of the Company except assets given as exclusive charge and assets acquired on hire purchase or lease and supported by Corporate Guarantee from Ramco Industries Limited and

(b) Rs.75.00 Mln. (previous year Rs.100.00 Mln.) secured by a pari-passu first charge on the current assets including stocks and book debts and supported by Corporate Guarantee from Ramco Industries Limited.

Loans repayable on demand, from Banks, unsecured, consists of:

(a) Rs. 100.00 Mln. (previous year Nil), supported by Corporate Guarantee from Madras Cements Limited.

Loans from Banks, unsecured, consists of :

(a) Rs. 2,230.00 Mln. (previous year Rs. 1,450.00 Mln.), supported by Corporate Guarantee from Madras Cements Limited and

(b) Rs.300.00 Mln. (previous year Rs.295.00 Mln.), supported by Corporate Guarantee from Ramco Industries Limited.

Loan repayable on demand from related parties, unsecured, consists of:

(a) Rs.137.50 Mln. (previous year Rs.130.00 Mln.) from Madras Cements Limited.

3.1 No provision for tax for the Company (including its Branches at United Kingdom and Germany) has been made in view of absence of taxable profits during current and previous year. Profits of the Dubai Branch are tax free. The company has net deferred tax assets as on 31st March, 2013 and as on 31st March, 2012, which arise mainly on account of carry forward losses. However the company has not taken credit for such net deferred tax assets.

As at As at 31.03.2013 31.03.2012 (Rs. Mln.) (Rs. Mln.)

4 Contingent Liabilities and Commitments

4.1 Contingent Liabilities:

(a) Bank Guarantees 33.52 38.38

(b) Disputed Income tax / Wealth tax demand - pending before the first appellate 12.34 9.84 authority

(c) In respect of disputed Sales tax demand amounting to Rs. 1.91 Mln. (previous year Nil), appeal is pending with the first Appellate Authority. Agains this, Rs. 0.95 Mln. has been deposited and for the balance, Bank Guarantee has been furnished.

Note: The Company is engaged in development of software products, which are marketed by the Company and its overseas subsidiaries. The intellectual property rights are held by the company. There are in-built warranties for performance and support. Claims which may arise out of these are not quantifiable and hence not provided for.

5 Research and Development

Statement of Profit and Loss, Balance Sheet and Schedules, based on separate books maintained in respect of the Research & Development Activities, are enclosed.

6 Segment Revenue

The company currently operates only in one segment, viz., Software Solutions & Services and hence the segment reporting as required by AS-17, issued by The Institute of Chartered Accountant of India does not apply.

Notes: (a) Details of corporate guarantees given by the Group are given in Note No.8.1 above.

(b) Details of transactions with Key Management Personnel and Relatives

(i) Remuneration paid to Shri P R Venketrama Raja for the year is Rs.1.17 Mln. (Previous year Rs.1.17 Mln.). (ii) Sitting fee paid to Shri P R Ramasubrahmaneya Rajha Rs.0.02 Mln. (Previous year Rs. 0.04 Mln.).

(c) The above figures include taxes as applicable.

7 Amounts recovered from Subsidiaries towards expenses incurred on account of on-site employees to the extent of Rs. 74.28 Mln. (previous year Rs.48.60 Mln.) have been netted of from expenses.

8 Figures for the previous year has been regrouped/restated wherever necessary to make them comparable with the figures for current year.

9 The Company''s shares are listed on Madras Stock Exchange Limited, Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. The Listing Fees payable to these stock exchanges have been paid.

10 The figures in Rupees have been rounded off to the million in both current and previous year.


Mar 31, 2012

Note: The Share Application Money Pending Allotment represents receipt pursuant to the exercise of Options under the Employee Stock Option Scheme, 2008 of the Company. Under the said scheme, 1 share of Rs. 10 each, at a premium of Rs. 43 per share needs to be issued for each option exercised. The shares need to be allotted within 6 weeks of receipt of exercise application along with remittance of exercise money. No such application money has been pending beyond the stipulated time for allotment.

1.1 The hire purchase loans are secured by hypothecation of assets (Vehicles) procured under the hire purchase scheme.

2.1 Short Term Borrowings Terms of Repayment and Security details Loans repayable on demand, from Banks, secured, consists of:

(a) Rs. 10.00 Mln. (previous year Rs.10.00 Mln.) secured by a pari-passu first charge on current assets Including stocks and book debts and fixed assets of the Company except assets given as exclusive charge and assets acquired on hire purchase or lease and supported by Corporate Guarantee from Ramco Industries Limited and

(b) Rs.100.00 Mln. (previous year Rs.70.00 Mln.) secured by a pari-passu first charge on the current assets Including stocks and book debts and supported by Corporate Guarantee from Ramco Industries Limited.

Loans from Banks, unsecured, consists of:

(a) Rs. 1,450.00 Mln. (previous year Rs. 1,150.00 Mln.), supported by Corporate Guarantee from Madras Cements Limited and

(b) Rs.295.00 Mln.(previous year Rs.200.00 Mln.), supported by Corporate Guarantee from Ramco Industries Limited.

Loan repayable on demand from related parties, unsecured, consists of:

(a) Rs.130.00 Mln. (previous year Rs.120.00 Mln.) from Madras Cements Limited.

3.1 There are no Micro and Small Enterprises, to whom the Company owes dues as at March 31, 2012 and on March 31, 2011. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

4.1 No provision for tax for the Company (including its Branches at United Kingdom and Germany) has been made in view of absence of taxable profits during current and previous year. Profits of the Dubai Branch are tax free. The current taxation during the previous year represents the provision made for tax on the book profits, computed under Sec.115JB of the Income Tax Act, 1961. The company has net deferred tax assets as on March 31, 2012 and as on March 31, 2011, which arise mainly on account of carry forward losses. However the company has not taken credit for such net deferred tax assets.

The fee against Sl. No. (d) above for the previous year was not charged to the Statement of Profit and Loss in that year, in contemplation of adjustment of the same against Share Premium upon realisation of the proceeds of the Rights Issue 2010. However, in view of the withdrawal of the said Rights Issue during the year, the said fee has been charged to the Statement of Profit and Loss during the year.

5 Research and Development

Statement of Prof t and Loss, Balance Sheet and Schedules, based on separate books maintained in respect of the Research and Development Activities, are enclosed.

6 Segmental Revenue

The company currently operates only in one segment, viz., Software Solutions & Services and hence the segment reporting as required by AS-17, issued by The Institute of Chartered Accountants of India does not apply.

Notes: a) Details of corporate guarantees given by the Group are given in Note No.8.1 above.

b) Details of transactions with Key Management Personnel and Relatives

(i) Remuneration paid to Shri P.R. Venketrama Raja for the year is Rs.1.17 Mln. (Previous year Rs.1.17 Mln.).

(ii) Sitting fee paid to Shri P.R. Ramasubrahmaneya Rajha Rs.0.04 Mln. (Previous year Rs. 0.04 Mln.).

7 The Company has branches in United Kingdom, Germany and Dubai. The United Kingdom branch has made a turnover of Rs.13.18 Mln. for the year ended March 31, 2012 (previous year Rs. 5.03 Mln.), no turnover in Germany branch for the year and previous year and the Dubai branch has made a turnover of Rs.227.68 Mln. for the year ended March 31, 2012 (previous year Rs.258.96 Mln.).

8 Amounts recovered from Subsidiaries towards expenses incurred on account of on-site employees to the extent of Rs.48.60 Mln. (previous year Rs.25.01 Mln.) have been netted of from expenses.

9 The Company's shares are listed on Madras Stock Exchange Limited, Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. The Listing Fees payable to these stock exchanges have been paid.

10 The financial statements for the year ended March 31, 2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification under the Companies Act, 1956, the financial statements for the year ended March 31, 2012 are prepared under revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this year's classification.

11 The figures in Rupees have been rounded off to the million in both current and previous year.


Mar 31, 2011

(Rs. 000)

1. Contingent Liabilities as at 31.03.2011 As at 31.03.2010

a) Estimated amount of contracts remaining to be executed on capital account and not provided for 4,768 7,675

b) Bank Guarantees 77,154 18,738

c) Letters of Credit 2,797 Nil

Note: The Company is engaged in development of software products, which are marketed by the Company and its overseas subsidiaries. The intellectual property rights are held by the Company. There are in-built warranties for performance and support. Claims which may arise out of these are not quantifable and hence not provided for.

2. Secured & Unsecured Loans

Borrowings from the banks for working capital amounting to Rs.10,000 thousands (previous year Rs.10,000 thousands) are secured by a pari-passu frst charge on current assets including stocks and book debts and fxed assets of the Company except assets given as exclusive charge and assets acquired on hire purchase or lease and supported by a Corporate Guarantee from Ramco Industries Limited. Borrowings from the banks for working capital amounting to Rs.70,000 thousands (previous year Rs.70,000 thousands) are secured by a pari-passu frst charge on the current assets including stocks and book debts and supported by a Corporate Guarantee from Ramco Industries Limited.

Obligations under fnance lease are secured against fxed assets procured under fnance lease arrangement.

Assets acquired under Hire Purchase Finance are hypothecated to the Hire Purchase Financial Institutions as security.

Of the total unsecured loans of Rs.1,470,798 thousands (previous year Rs.1,235,000 thousands), Rs.1,150,000 thousands (Previous year Rs.950,000 thousands) are supported by a Corporate Guarantee from Madras Cements Limited and Rs.200,000 thousands (previous year Rs.200,000 thousands) are supported by a Corporate Guarantee from Ramco Industries Limited.

3. Current Liabilities

There are no Micro, Small and Medium Enterprises, to whom the Company owes dues as at 31st March, 2011 and on 31st March, 2010. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identifed on the basis of information available with the Company.

6. Managerial Remuneration

The Board of Directors of the Company in its meeting held on 28th January, 2010, after considering the recommendations of the Remuneration Committee, re-appointed Shri P R Venketrama Raja as the Managing Director (MD) of the Company for a further period of fve years effective 23rd February, 2010, on the same terms and conditions as were applicable before the re-appointment.

The Companys VCMD & CEO is also the Vice Chairman & Managing Director of Ramco Industries Limited. As per the provisions of the Companies Act, 1956 read with Schedule XIII, the total remuneration payable should not exceed the higher maximum limit admissible from any one of the Companies of which he is the Managing Director.

This remuneration has been adjusted in the overall maximum remuneration of Rs.35,173,049/- (Previous Year Rs.36,070,426/-) payable by Ramco Industries Limited at 5% of its net profts computed in accordance with the provisions of the said Act.

7. Taxation

Current taxation for the year represents the provision made for tax on the book profts, computed under Sec.115JB of the Income Tax Act, 1961. The Company has net deferred tax assets as on 31st March, 2011 which arise mainly on account of carry forward losses. However the Company has not taken credit for such net deferred tax assets.

12. The Companys shares are listed on Madras Stock Exchange Limited, Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. The Listing Fees payable to these stock exchanges have been paid.

13. The Company has branches in United Kingdom, Germany and Dubai. The United Kingdom branch has made a turnover of Rs.5,029 thousands for the year ended 31st March, 2011 (previous year Rs.5,587 thousands), Germany branch has made a turnover of NIL for the year ended 31st March, 2011 (previous year Rs.18,429 thousands) and the Dubai branch has made a turnover of Rs.258,959 thousands for the year ended 31st March, 2011 (previous year Rs.1,08,335 thousands).

14. Amounts recovered from Subsidiaries towards expenses incurred on account of on-site employees to the extent of Rs.25,006 thousands (previous year Rs.30,975 thousands) have been netted of from expenses.

15. Cost of resale materials for the year includes Rs.48,722 thousands (previous year Rs.25,995 thousands), towards sub-contracting charges. Increase / (decrease) in resale material for the year is Rs.559 thousands (previous year Rs.333 thousands) and value of purchase of resale material for the year is Rs.11,886 thousands (previous year Rs.40,586 thousands).

notes:

a) Details of corporate guarantees given by the Group are given in Note No.2 above.

b) Details of transactions with Key Management Personnel and Relatives (i) Remuneration paid to Shri P R Venketrama Raja is furnished in Note No.6 above (ii) Sitting fee paid to Shri P R Ramasubrahmaneya Rajha Rs.40 thousands (Previous year Rs.25 thousands)

17. Segmental Revenue:

The Company currently operates only in one segment, viz., Software Solutions & Services and hence the segment reporting as required by AS-17, issued by the Institute of Chartered Accountants of India does not apply.

18. Exceptional Expense of Rs.10,515 thousands in the previous year represents overseas withholding tax written off. During the year, such overseas withholding tax, after adjusting against the liability for tax under Sec.115JB of the Income Tax Act, 1961, amounting to Rs.2,035 thousands has been grouped under “Administrative and Other Expenses".

19. The fgures have been rounded off to the nearest rupee / thousand and previous years fgures have been regrouped / recast wherever necessary to conform to the current year classifcations.


Mar 31, 2010

(Rs. 000)

1. Contingent Liabilities As at 31.03.2010 As at 31.03.2009

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for 7,675 655

(b) Bank Guarantees 18,738 10,773

(c) Letters of Credit Nil 720

Note: The Company is engaged in development of software products, which are marketed by the Company and its overseas subsidiaries. The intellectual property rights are held by the Company. There are in-built warranties for performance and support. Claims which may arise out of these are not quantifiable and hence not provided for.

2. Secured & Unsecured Loans

Borrowings from the banks for working capital amounting to Rs.10,000 thousands are secured by a pari-passu first charge on current assets including stocks and book debts and fixed assets of the Company except assets given as exclusive charge and assets acquired on hire purchase or lease and supported by a Corporate Guarantee from Ramco Industries Limited. Borrowings from the banks for working capital amounting to Rs.70,000 thousands are secured by a pari-passu first charge on the current assets including stocks and book debts and supported by a Corporate Guarantee from Ramco Industries Limited.

Borrowings from the banks for working capital amounting to Rs.1,95,000 thousands during the previous year were secured by a first charge on the current assets including stocks and book debts and fixed assets of the Company except assets given as exclusive charge and assets acquired on hire purchase or lease and supported by a Corporate Guarantee from Madras Cements Limited and Ramco Industries Limited.

Obligations under finance lease are secured against fixed assets procured under finance lease arrangement.

Assets acquired under Hire Purchase Finance are hypothecated to the Hire Purchase Financial Institutions as security.

Of the total unsecured loans of Rs.1,235,000 thousands (Previous year Rs. 870,086 thousands), Rs. 950,000 thousands (Previous year Rs.470,086 thousands) are supported by a Corporate Guarantee from Madras Cements Limited and Rs.200,000 thousands (Previous year Rs.200,000 thousands) are supported by a Corporate Guarantee from Ramco Industries Limited.

3. Current Liabilities

There are no Micro and Small Enterprises, to whom the Company owes dues as at 31st March 2010 and as on 31st March 2009. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

4. Taxation

No provision for current Income Tax for the Company has been made in view of absence of taxable profits. The company has net deferred tax assets as on 31st March 2010 which arise mainly on account of carry forward losses. However the company has not taken credit for such net deferred tax assets.

5. The Companys shares are listed on Madras Stock Exchange Limited, Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. The Listing Fees payable to these stock exchanges have been paid.

6. The Company has branches in United Kingdom, Germany and Dubai. The United Kingdom branch has made a turnover of Rs.5,587 thousands for the year ended 31st March 2010 (previous year Rs. 6,585 thousands), Germany branch has made a turnover of Rs.18,429 thousands for the year ended 31st March 2010 (previous year Rs.9,286 thousands) and the Dubai branch has made a turnover of Rs. 108,335 thousands for the year ended 31st March 2010 (previous year Nil).

7. Amounts recovered from Subsidiaries towards expenses incurred on account of on-site employees to the extent of Rs.30,975 thousands (Previous year Rs.49,949 thousands) have been netted off from expenses.

8. Related Party Transactions:

As per Accounting Standard (AS 18) issued by The Institute of Chartered Accountants of India, the Companys related parties are given below:

a. Subsidiary Companies:

1. Ramco Systems Corporation, USA

2. Ramco Systems Ltd., Switzerland

3. Ramco Systems Pte Ltd., Singapore

4. Ramco Systems Sdn Bhd., Malaysia

5. RSL Enterprise Solutions (Pty) Ltd., South Africa

b. Key Management Personnel and Relatives:

1. Shri P R Ramasubrahmaneya Rajha

2. Shri P R Venketrama Raja

9. Segmental Revenue:

The company currently operates only in one segment, viz., Software Solutions & Services and hence the segment reporting as required by AS-17, issued by The Institute of Chartered Accountants of India does not apply.

10.The figures have been rounded off to the nearest rupee /thousand and previous years figures have been regrouped /recast whereever necessary to conform to the current year classifications.

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