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Ramco Systems Ltd.

BSE: 532370 Sector: IT
NSE: RAMCOSYS ISIN Code: INE246B01019
BSE 00:00 | 24 Apr Ramco Systems Ltd
NSE 05:30 | 01 Jan Ramco Systems Ltd
OPEN 78.00
PREVIOUS CLOSE 78.00
VOLUME 1695
52-Week high 246.00
52-Week low 65.00
P/E 4.94
Mkt Cap.(Rs cr) 235
Buy Price 73.10
Buy Qty 20.00
Sell Price 79.00
Sell Qty 125.00
OPEN 78.00
CLOSE 78.00
VOLUME 1695
52-Week high 246.00
52-Week low 65.00
P/E 4.94
Mkt Cap.(Rs cr) 235
Buy Price 73.10
Buy Qty 20.00
Sell Price 79.00
Sell Qty 125.00

Ramco Systems Ltd. (RAMCOSYS) - Director Report


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Company director report

Your Board has pleasure in presenting the Twenty Second Annual Report together with theAudited Financial Statements of the Company for the year ended 31st March 2019.

1. FINANCIAL RESULTS

The standalone and consolidated audited financial results for the year ended 31st March2019 and 31st March 2018 are as follows:

Particulars

Standalone for the year ended 31st March

Consolidated for the year ended 31st March

2019 2018 2019 2018

( Rs. Mln.)

( Rs. Mln.)
Revenue from Operations 3156.94 2849.77 5421.30 4692.19
Other Income 88.07 132.44 96.68 97.20
Total Revenue 3245.01 2982.21 5517.98 4789.39
Expenditure
- Purchase of Stock-in-trade 2.37 7.00 28.34 7.87
- Changes in Inventories of Finished Goods - (0.16) - (0.16)
Stock-in-process and Stock-in-trade
- Employee Benefits Expense 1093.13 931.68 2326.87 2018.10
- Other Expenses 878.62 696.82 2186.58 1908.26
Total Expenses 1974.12 1635.34 4541.79 3934.07
Profit Before Interest Depreciation & Amortisation & Taxes 1270.89 1346.87 976.19 855.32
Depreciation and Amortisation Expense 494.48 486.85 510.88 500.98
Finance Costs 41.03 11.95 42.03 13.09
Profit Before Tax 735.38 848.07 423.28 341.25
Share of profit/(Loss) of an associate - - 0.44 1.41
Tax Expenses
- Current Tax 159.31 160.71 201.13 186.87
- Deferred Tax (including MAT credit) 57.21 29.00 53.48 40.10
Net Profit After Tax 518.86 658.36 169.11 115.69
Other comprehensive income (OCI) (15.90) 6.25 61.02 (10.84)
Total comprehensive income 502.96 664.61 230.13 104.85

2. BUSINESS OPERATIONS

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

3. DIVIDEND AND APPROPRIATIONS

Your Directors have not recommended any dividend for the financial year 2018-19 and noappropriations have been made to general reserves.

4. INFORMATION ON SUBSIDIARIES AND ASSOCIATE

As on 31st March 2019 the Company has thirteen subsidiaries and an associate.

Ramco Systems Macau Limited was incorporated on 3rd May 2019 as a wholly ownedsubsidiary of Ramco Systems Pte. Ltd. Singapore.

There has been no material change in the nature of the business of subsidiaries andassociate during the year. A statement containing the salient features of the financialstatements of the Company s Subsidiaries and Associate (in Form AOC-1) in accordance withRule 5 of Companies (Accounts) Rules 2014 is attached to the financial statements.Details of the performance and financial position of subsidiaries and associate and theircontribution to the overall performance of the Company are available in AOC-1 and underNote No.34 (statutory group information) to the consolidated financial statements.

As required under Regulation 46(2)(h) of SEBI (LODR) Regulations 2015 the Company sMaterial Subsidiary Policy is disclosed in the Company s website and its weblink is:https://www.ramco.com/investor-relations/ramco-material-subsidiary-policy.pdf . TheCompany does not have any material subsidiary for the financial year 2018-19. For thefinancial year 2019-20 Ramco Systems Corporation USA and Ramco Systems Pte Ltd.Singapore would be considered as material subsidiaries.

5. CONSOLIDATED FINANCIAL STATEMENTS

As required under Section 129(3) of the Companies Act 2013 and Regulation 33 and 34 ofSEBI (LODR) Regulations 2015 the consolidated financial statements incorporating theaccounts of subsidiary companies and associate company along with the Auditors Reportthereon forms part of this Annual Report.

As per Section 136(1) of the Companies Act 2013 the financial statements includingconsolidated financial statements are available at the Company s website at the followinglink at https://www.ramco.com/investor-relations/ramco_ annualfireport_2018-19.pdf .

Separate audited / reviewed accounts in respect of the subsidiary companies are alsomade available at the Company s website at the following link athttps://www.ramco.com/investor-relations/investor-information/subsidiary-financials/. TheCompany shall provide a copy of the same to any shareholder of the Company who asks forit.

6. CHANGES IN CAPITAL STRUCTURE

The Share Capital and the Securities Premium of the Company have undergone changes tothe extent of allotment of equity shares to option grantees under the various EmployeeStock Option Schemes (ESOS) of the Company as below:

A total of 53639 equity shares were allotted to the option grantees of the Company andits Subsidiaries during the year pursuant to exercise of the vested options under ESOS2008 ESOS 2009 - Plan A ESOS 2009 - Plan B ESOS 2013 and ESOS 2014.

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

Date of allotment No. of shares allotted
26th April 2018 12822
14th June 2018 10798
2nd August 2018 14486
4th October 2018 7082
26th November 2018 3199
26th February 2019 5252
Total 53639

7. PUBLIC DEPOSITS

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

8. BOARD OF DIRECTORS COMMITTEES AND KEY MANAGERIAL PERSONNEL

The Independent Directors hold of ce for a fixed term of five (5) years and are notliable to retire by rotation. The Company has received necessary declarations from theDirectors of the Company who have been classified as Independent Directors as on 31stMarch 2019 under Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (LODR) Regulations 2015. Independent Directors have also compliedwith the Code for Independent Directors prescribed in Schedule IV to the Act.

Shri M M Venkatachalam (DIN:00152619) and Shri R S Agarwal (DIN:00012594) werereappointed as Independent Directors for the second consecutive term of five (5) yearsstarting from 1st April 2019 to 31st March 2024 and the same was approved by the Membersby way of special resolution in the Twenty First Annual General Meeting held on 3rd August2018.

Justice Shri P P S Janarthana Raja (Retd.) (DIN:06702871) has been co-opted as anAdditional Director under

Independent Director category to hold the of ce for five (5) consecutive years witheffect from 29th August 2018 without being subject to retirement by rotation. Approval ofthe Members for his appointment is being sought at the ensuing Annual General Meeting(AGM).

The Company has issued letters of appointment to them. As required under Regulation46(2)(b) of the SEBI (LODR) Regulations 2015 the terms and conditions of appointment ofIndependent Directors are available at the Company s website at the following link athttps://www.ramco.com/investor-relations/independent-directors-terms-of-appointment.pdf .

Smt. Soundara Kumar (DIN:01974515) was appointed as an Independent Director for aperiod of five (5) years from 27th March 2015 to 26th March 2020. She is eligible forreappointment for second consecutive term of five (5) years as Independent Directorstarting from 27th March 2020 to 26th March 2025. The Nomination and RemunerationCommittee in its meeting held on 22nd May 2019 and Board of Directors at the meeting heldon 22nd May 2019 have evaluated the performance of the Independent Directors and based onthe contribution of the Directors have recommended the reappointment of Smt. SoundaraKumar. In accordance with Section 149(10) of the Companies Act 2013 approval of theMembers through special resolution is being sought for her reappointment at the ensuingAGM.

Shri Sankar Krishnan (DIN:01597033) ceased to be an Independent Director from 22nd May2019 consequent to his engagement as an advisor in a Promoter Group Company. Consideringhis expertise and contribution to the Company it is felt that his continuity in the Boardwould be in the best interests of the Company. Based on the recommendation of theNomination and Remuneration Committee he has been co-opted as an Additional Director inthe category of Non-Executive Non-Independent Director w.e.f. 22nd May 2019 upto the dateof ensuing AGM. The Board has recommended his appointment as Director liable to retire byrotation at the ensuing AGM.

Shri P R Venketrama Raja Director (DIN:00331406) Non-Executive Non-IndependentDirector retires by rotation at the ensuing AGM of the Company and being eligible offershimself for reappointment. The Board of Directors recommends the above reappointment forapproval of the Members.

The brief resume and other details relating to Justice Shri P P S Janarthana Raja(Retd.) Smt. Soundara Kumar Shri Sankar Krishnan and Shri P R Venketrama Raja asstipulated under Regulation 36(3)(a) of the SEBI (LODR) Regulations 2015 are furnished inthe Notice of AGM.

The Audit Committee had four members out of which three were Independent Directors.During the year Shri R S Agarwal and Justice Shri P P S Janarthana Raja (Retd.)Independent Directors were inducted as Members of the Committee. The Committee have sixmembers as detailed in the Corporate Governance Report. Pursuant to Section 177(8) of theCompanies Act 2013 it is reported that all the recommendations of the Audit Committeeduring the year were accepted by the Board.

In accordance with Section 178(3) of the Companies Act 2013 and based upon therecommendation of the Nomination and Remuneration Committee the Board of Directors had inits meeting held on 6th November 2014 approved a policy relating to appointment andremuneration of Directors Key Managerial Personnel and Other Employees. As per

Proviso to Section 178(4) the salient features of the Nomination and RemunerationPolicy should be disclosed in the Board s Report. Accordingly the following disclosuresare given: Salient features of the Nomination and Remuneration Policy: The objective ofthe Policy is to ensure that: a) the level and composition of remuneration is reasonableand suf cient to attract retain and motivate Directors of the quality required to run theCompany successfully; b) relationship of remuneration to performance is clear and meetsappropriate performance benchmarks; and c) remuneration to Directors Key ManagerialPersonnel and senior management shall be appropriate to the working of the Company and itsgoals.

The composition of the Nomination and Remuneration Committee is in compliance with theCompanies Act 2013 and LODR. The Nomination and Remuneration policy is available at theCompany s website at the following link athttps://www.ramco.com/investor-relations/ramco-nomination-and-remuneration-policy.pdf .

As required under Regulation 25(7) of SEBI (LODR) Regulations 2015 the Company hasprogrammes for familiarisation for the Independent Directors. As required under Regulation46(2) of SEBI (LODR) Regulations 2015 the details of the Familiarisation Programme forIndependent Directors are available at the Company s website at the following link athttps://www.ramco.com/investor-relations/DIRECTORS-FAMILIARISATION-PROGRAMME.pdf .

There were no changes in the Key Managerial Personnel during the year.

The Company had formulated a Code of Conduct for the Directors and Senior Managementpersonnel and the same has been complied with.

9. BOARD EVALUATION

Pursuant to Section 134(3)(p) of the Companies Act 2013 the Board of Directors have attheir meeting held on 28th January 2019 made a formal annual evaluation of its ownperformance and that of its Committees and individual Directors including IndependentDirectors.

Pursuant to Regulation 25(4) of the SEBI (LODR) Regulations 2015 IndependentDirectors have evaluated the quality quantity and timeliness of the flow of informationbetween the Management and the Board Performance of the Board as a whole and its Membersand other required matters.

The above mentioned evaluations were made taking into account the criteria laid down inthis regard by the Nomination and Remuneration Committee like attendance expertise andcontribution made.

Pursuant to Regulation 17(10) of LODR the Board of Directors have evaluated theperformance of Independent Directors and observed the same to be satisfactory and theirdeliberations bene cial in Board / Committee meetings. Pursuant to Regulation 4(2)(f)(ii)of LODR the Board of Directors have reviewed and observed that the evaluation frameworkof the Board of Directors was adequate and effective.

The Board s observations on the evaluations for the previous year were similar to theirobservations for the year under review. No speci c actions have been warranted based oncurrent year observations. The Company would continue to familiarise its Directors on theindustry technological and statutory developments which have a bearing on the Companyand the industry so that Directors would be effective in discharging their expectedduties.

10. BOARD AND COMMITTEE MEETINGS

During the year four Board Meetings were held. The details of the number and dates ofMeetings of the Board and Committees held during the financial year indicating the numberof Meetings attended by each Director are given in the Corporate Governance Report.

11. SECRETARIAL STANDARDS

As required under Clause 9 of Secretarial Standard on Meetings of the Board ofDirectors (SS-1) the Board of Directors con firm that the Company has complied withapplicable Secretarial Standards.

12. 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 nosignificant and material orders have been passed by the Regulators or Courts or Tribunalsimpacting the going concern status and Company s operations in future.

13. INTERNAL FINANCIAL CONTROLS

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

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of the investments / loans / guarantees under Section 186(4) of theCompanies Act 2013 are provided under Note Nos. 7 11 31 and 34 forming part ofstandalone financial statements.

15. AUDITORS

(I) STATUTORY AUDITOR

M/s.M.S.Jagannathan & N.Krishnaswami Chartered Accountants (F RN:001208S) havebeen appointed as the Statutory Auditors of the Company at the 20th AGM till theconclusion of the 25th AGM of the Company to be held in the year 2022. They have con rmedtheir eligibility in terms of Section 141(3) to continue as Statutory Auditors for thefinancial year 2019-20.

The reports issued by them on both Standalone and Consolidated financial statements forthe year ended 31st March 2019 do not contain any quali cation reservation or adverseremark or disclaimer.

(II) INTERNAL AUDITOR

M/s. SRSV & Associates Chartered Accountants (FRN:015041S) have been appointed asthe Internal Auditors of the Company.

(III) SECRETARIAL AUDITOR

M/s. S.Krishnamurthy & Co. Company Secretaries have been appointed to conduct theSecretarial Audit of the Company. Pursuant to Section 204(1) of the Companies Act 2013the Secretarial Audit Report submitted by the Secretarial Auditors for the year ended 31stMarch 2019 is attached herewith as Annexure A. The report does not contain anyquali cation reservation or adverse remark or disclaimer.

(IV) COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable to the businessactivity carried out by the Company.

(V) None of the Auditors of the Company have reported any fraud specified under thesecond proviso of Section 143(12) of the Companies Act 2013 (including any statutory modication(s) or re-enactment(s) thereof for the time being in force).

16. EXTRACT OF ANNUAL RETURN

In accordance with Section 92(3) of the Companies Act 2013 read with Rule 12(1) ofCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inForm MGT-9 for the year ended 31st March 2019 is attached herewith as Annexure B.

In accordance with Clause 22 of Secretarial Standard on Report of the Board ofDirectors (SS-4) a copy of the Annual Return for the year ended 31st March 2018 isavailable at the Company s website at the following link athttps://www.ramco.com/investor-relations/Annual-Return-17-18.pdf .

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors have constituted a Corporate Social Responsibility (CSR) Committee and adopted aCSR Policy in accordance with Schedule VII of the Companies Act 2013. The CSRobligations pursuant to Section 135(5) of the Companies Act 2013 for the year 2018-19was Rs.9.27 Mln. and the same was spent in full during the year. Annual Report on CSRactivities as prescribed under Companies (Corporate Social Responsibility Policy) Rules2014 is attached as Annexure C.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act 2013 and Regulation 22of the SEBI (LODR) Regulations 2015 the Company has established a Vigil Mechanism andhas a Whistle Blower Policy. The Policy provides the mechanism for the receipt retentionand treatment of complaints and to protect the con dentiality and anonymity of thestakeholders. The Company has also created a separate email id to which the complaints canbe forwarded. The Corporate Ombudsman shall have the sole access to these. The Policyprovides to the complainant access to the Chairman of the Audit Committee. The policy isavailable at the Company s website at the following link athttps://www.ramco.com/investor-relations/ramco-whistle-blower-policy.pdf .

19. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy on Prevention and Redressal of Sexual Harassment inaccordance with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013. The Policy is available in the intranet for accessby employees.

Pursuant to Rule 8(5)(x) of Companies (Accounts) Rules 2014 the Company has compliedwith the provisions relating to the constitution of Internal Complaints Committee underSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

20. 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 ManagementPolicy. The Policy envisages identi cation of risk and procedures for assessment andminimisation of risk thereof. The policy is available at the Company s website at thefollowing link at https://www.ramco.com/investor-relations/Risk-Management-Policy.pdf .There is no element of risk which in the opinion of the Board may threaten the existenceof the Company.

21. RELATED PARTY TRANSACTIONS

Prior approval / omnibus approval have been obtained from Audit Committee for allRelated Party Transactions and these transactions are periodically placed before the AuditCommittee. All related party transactions that were entered into during the financial yearwere on arm s length basis and were in the ordinary course of business and not attractingSection 188(1) of the Companies Act 2013. No transaction with the related party ismaterial in nature in accordance with Company s "Related Party TransactionPolicy" and Regulation 23 of SEBI (LODR) Regulations 2015.

In accordance with Ind AS 24 the details of the transactions with the related partiesare set out in the Disclosures forming part of Financial Statements.

As required under Regulation 46(2)(g) of SEBI (LODR) Regulations 2015 the Company sRelated Party Transaction Policy is available at the Company s website at the followinglink athttps://www.ramco.com/investor-relations/ramco-related-party-transaction-policy.pdf .

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

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 TechnologyAbsorption and Foreign Exchange Earnings and Outgo are annexed to and forms part of thisreport as Annexure D.

23. EMPLOYEE STOCK OPTION PLANS / SCHEMES AND EMPLOYEE STOCK PURCHASE SCHEME

The growth of the Company has in large measure been possible owing to thewholehearted support commitment and teamwork of its personnel. Accordingly the Companyhad instituted various Employee Stock Option Plans / Schemes (ESOP / ESOS) for the benefitof employees. The following schemes have been established by the Company: (A) EmployeeStock 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 StockOption Scheme 2013 (ESOS 2013) (H) Employee Stock Option Scheme 2014 (ESOS 2014) TheCompany has implemented Employee Share Purchase Plan 1999 (ESPP 1999) and Employee StockPurchase Scheme 2004 (ESPS 2004).

The above plans / schemes are in compliance with the SEBI Regulations. During the yearunder review no changes were made in the above said plans / schemes. Details regardingthe above mentioned plans / schemes along with their status are annexed to and forms partof this report as Annexure E. In addition the following details are disclosed.

Relevant disclosures in terms of the Guidance note on accounting for employeeshare-based payments issued by ICAI and Diluted EPS on issue of shares pursuant to all theschemes covered under the regulations are disclosed in accordance with Ind AS 33 -Earnings Per Share issued by ICAI.

The above information forms part of the Annual Report. The webl ink to access theAnnual Report is: https://www.ramco.com/investor-relations/ramco_annualfireport_2018-19.pdf .

Further a certificate from Statutory Auditors with respect to implementation of theabove Employee Stock Option Schemes in accordance with SEBI Guidelines and the resolutionpassed by the Members of the Company would be placed before the Members at the ensuingAGM and a copy of the same shall be available for inspection at the Corporate Office ofthe Company during normal business hours on any working day.

24. CORPORATE GOVERNANCE REPORT & AUDITOR S CERTIFICATE

The Company has complied with the requirements regarding Corporate Governance asstipulated 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 andSecretarial Auditor s Certificate con rming Compliance with the conditions on CorporateGovernance as stipulated under Schedule V(E) of SEBI (LODR) Regulations 2015 is annexedto and forms part of this report as Annexure F G & H.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

26. BUSINESS RESPONSIBILITY REPORT (BRR)

Since the Company is not under the category of top 500 listed companies based onmarket capitalisation as on 31st March 2019 it is not required to provide a BRR in theAnnual Report 2018-19 in terms of Regulation 34(2)(f) of SEBI (LODR) Regulations 2015.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

Having regard to the first proviso to Section 136(1) of the Companies Act 2013 thephysical copy of the Annual Report excluding the aforesaid information is being sent tothe members of the Company. The said information is available for inspection at theRegistered Office of the Company during working hours and any member interested inobtaining such information may write to the Company Secretary and the same will befurnished on request. The full Annual Report including the aforesaid information is beingsent electronically to all those members who have registered their email addresses and isalso available on the Company s website.

28. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYAFTER 31ST MARCH 2019

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the 31st March 2019 and the date of this reportexcept as otherwise disclosed in this Report.

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company does not have any amount of unclaimed/unpaid dividend or correspondingshares to be transferred to IEPF pursuant to Section 124 of the Companies Act 2013.

30. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 theDirectors con firm that:

a) in the preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;

b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2019 and of the profit of theCompany for the year ended on that date;

c) they had taken proper and suf cient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d) they had prepared the annual accounts on a going concern basis; e) they had laiddown internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively; and

f) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors take this opportunity to convey their appreciation for the support andco-operation received during the year under review from all the Government AuthoritiesShareholders Clients Vendors Partners Bankers and other Business

Associates. Your Directors wish to place on record their deep sense of appreciation forthe dedicated and sincere services rendered by the Employees at all levels.

By Order of the Board
For RAMCO SYSTEMS LIMITED
Place : Chennai P R VENKETRAMA RAJA
Date : 22nd May 2019 CHAIRMAN