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Notes to Accounts of Ramco Systems Ltd.

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, 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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