1) INTRODUCTION TO RAMCO SYSTEM LIMITED, INDIA

Ramco Systems was founded by P R Venketrama Raja in year 1989 . Ramco is a global provider of Enterprise Solutions and Services in key areas such as Manufacturing !viation !sset Management "rading # $ogistics %ealthcare e&overnance 'anking # (inancial Services )orporate *erformance Management and %uman Resources Management. +t is also a Siebel !lliance *artner and provides )RM implementation services to global customers. "he company has got transferred the assets of erstwhile software business division of Ramco +ndustries effective from !pril 1 1999 for the purpose for which it was originally established. !lso the investments made by Ramco +ndustries in its overseas software subsidiaries were transferred to Ramco Systems. Ramco provides )onverged ,etworking Solutions +nformation Security Services and total )ontact )entre Solutions. +n the (actory !utomation space Ramco provides Engineering *rocess -ptimi.ation solutions to the )ement )hemical and *ower sectors. Ramco Systems software development practices are +S- 9//1 )ertified and 0evelopment )enters assessed at SE+ )MM+1S2 $evel 3. "he company has a global presence with 14 offices in 9 countries across 5S! Europe !sia1*acific Middle East and South !frica. Ramco System 6RS$7 has successfully transformed itself into an 8uality enterprise solutions provider in global markets from an simple ER* software provider. "oday the Ramco eapplications family of enterprise solutions cover over 13 industries in four broad areas 1 enterprise resource management 6ER*7 enterprise asset management 6E!M7 human resources Ramco Systems $td customers include )itigroup )onair +)+ *%+ +ntel +)+)+ Ericsson Moser 'aer *hilips Reliance Energy Reverte9 !E) Seagate e"hekwini Savage !rms !mara Ra:a 'atteries Schlumberger Rakbank Ruag !erospace Swatch &roup &-!* )avin;are M<' 2ood Esse9 )rane MM") )olumbia %elicopters Madras )ements "ropical )heese *referred Meals !gilent Radisson Edwardian 'emis etc. "he company has established in 5S! Swit.erland Malaysia # Singapore also a branch 1

in 5; for marketing and implementing the software developed in +ndia. +n =///1=//1 the company added two new business lines namely Software consulting pro:ects # Services centered around e1business solutions. "he ma:or strategic partnership which the company concluded during =///1=//1 are with 'oeing Sun Microsystems Siebel # ,ortel ,etworks. +t also has recently signed an e9clusive agreement with the 'oeing )ompany to :ointly develop and market Enterprise Maintenance Solutions for global aviation industry. +n -ct. =//1 RS$ has entered into a partnership with Enterasys ,etworks 5S!. "hrough this partnership Ramco offers Enterasys ,etworking products as part of its enterprise solutions to its customers. )ompany>s !S* software solutions has been recognised by leading bodies like the !S* consortium in Europe. "he company has bagged the &old !ward in the category of >Most +nnovative Software> from the !S* consortium at )e'+"=//? which was held in &ermany. 0uring =//=1/? the company has also won the 'est Solution *rovider !ward at the +nternational )onference # E9position organised by !merican *roductivity # +nventory )ontrol Society6!*+)S7 in 5S!. 0uring =//?1 =//@ the company came out with a Rights +ssue of ? 8A= 311 E8uity shares of Rs. 1/B1 each at a premium of Rs. 19/B1 per E8uity share in the ration of one E8uity share for every two shares held 61C=7 0uring =//@1=//3 Ernst # Doung Europe certified the companies Ramco !ccounting # (inancial Management software conforming to Swiss and &erman Standards. Microsoft has elevated the company to &old )ertified *artner Status. "he 'oard of 0irectors of the company sub:ect to the approval of shareholders approved the transfer of the Secured )onverged ,etworking 6S), division7 to a wholly owned subsidiary of the )ompany MBs Ramco +nfo"ech $td at the meeting held on =Ath May =//4. 0uring =//31=//4 the company ventured in to new countries with confirmed orders such as ,ew Eealand and South ;orea. "he company also successfully completed the rights issue of ? /A/ A3A e8uity shares of Rs. 1/B1 each at a premium of Rs. =//B1 per e8uity share in the ratio of one e8uity share for every four e8uity share held 61C@7. 2

2) COMPANY PRO ILE

!OARD O DIRECTORS Shri * R R!M!S5'R!%M!,ED! R!<%! 6)hairman7 Shri * R FE,;E"R!M! R!<! 6Fice )hairman and Managing 0irector7 Shri S S R!M!)%!,0R! R!<! Shri , ; S%R+;!,"!, R!<! Shri M M FE,;!"!)%!$!M Shri F <!&!0+S!, Shri ! F 0%!RM!;R+S%,!, Shri R S !&!R2!$ AUDITORS Messrs ),&S, # !SS-)+!"ES )hartered !ccountants )hennai !AN"ERS !G+S 'ank $imited +0'+ 'ank $imited ;otak Mahindra 'ank $imited +ndus+nd 'ank $imited +)+)+ 'ank $imited Des 'ank $imited ;arur Fysya 'ank $imited %0() 'ank $imited RE#ISTERED O ICE

,o.@A *.S.;. ,agar Ra:apalayam 1 4=4 1/8 CORPORATE O ICE $ RESEARC% AND DEVELOPMENT CENTRE

,o.4@ Sardar *atel Road "aramani )hennai 1 4// 11?

&E!SITE www.ramco.com SU!SIDIARIES Ramco Systems )orporation 5S! Ramco Systems $td. Swit.erland Ramco Systems *te. $td. Singapore Ramco Systems Sdn. 'hd. Malaysia RS$ Enterprise Solutions 6*ty7 $td. South !frica Ramco Systems )anada +nc. )anada Ramco Systems (E1$$) 0ubai RS$ Software )ompany $td. Sudan Ramco Systems !ustralia *ty $td. !ustralia RE#ISTRAR AND S%ARE TRANS ER A#ENT Messrs )ameo )orporate Services $imited Subramanian 'uilding ,o.1 )lub %ouse Road Mount Road )hennai 1 4// //=

') DIRECTORS( REPORT

Dour 0irectors have pleasure in presenting the Si9teenth !nnual Report together with the !udited !ccounts of the )ompany for the year ended ?1 st March =/1?. 1. INANCIAL RESULTS "he standalone and consolidated audited financial results year ended ?1 st March =/1? are as followsC C.ns.,)-ate- /.r Stan-a,.ne /.r t0e 1ear en-e- '1st t0e 1ear en-e- '1st

Part)*+,ars Revenue from -perations -ther +ncome T.ta, Re9en+e E9penditure )hanges in +nventories of (inished &oods Stock1in1process and Stock1in1 trade *urchase of Stock1in1trade Employee 'enefit E9pense (inance )osts 0epreciation and !mortisation E9pense -ther E9penses T.ta, E;<enses Pr./)t = 3L.ss) !e/.re Ta; "a9 E9penses )urrent "a9 0eferred "a9 Pr./)t = 3L.ss) A/ter Ta; an- !e/.re M)n.r)t1 Interest $ E?+)t1 )n Earn)n@s

Mar*0, Mar*0, 221' =/1= 221' =/1= 3)n Rs. M),,).n) 3)n USD M),,).n) 1,452.5' 1 318.=@ 66.7' @A.=4 42.82 34.4@ 1.71 =.?A 1,:71.:7 1 3A@.88 64.26 @9.4?

14.:5 75.52 888.'' 42.72

613.9/7 =9.?A A18./= =3.4@

2.'' 1.11 24.64 1.1' 4.17 18.67 7'.4' 3:.75) 32.21) > 3:.78)

6/.?17 /.4@ =@.?= /.3@ 3.9@ =/.@@ 31.3A 61.9@7 6/.1/7 1 61.8@7

'26.22 =A?.?4 752.28 3A?.9A 1,5'5.86 1 4/@.@4 3188.25) 6=9.387 > > 3188.25) 1 1 6=9.387

Minority +nterest E8uity in Earnings of !ffiliates Pr./)t = 3L.ss) /.r t0e 1ear 2. !USINESS OPERATIONS

> > 3188.25)

1 1 6=9.387

2.26 2.2' 3:.71)

/./@ 6/./97 61.897

"he year =/1=11? has been a turning point with renewed thrust and momentum being placed on establishing RamcoHs position in the global market. (rom being seen as an +ndian provider of ER* on )loud Ramco embarked on a :ourney to position Ramco ER* on )loud in the global market. 2ith )loud becoming mainstream organi.ations across the world are slowly but steadily looking at leveraging )loud1based solutions to improve their operational efficiencies and minimi.e their )!*EG spends. EstaA,)s0)n@ #,.Aa, Presen*e B)t0 C,.+- S.,+t).nsC !fter successfully building market recognition for Ramco ER* on )loud in +ndia the company ventured into international shores with its )loud offerings. "his initiative was given the right impetus when we announced a strategic partnership with !ma.on 2eb Services whereby we host our cloud solutions on their platform. -ur association with path breaking global technology providers such as !ma.on &oogle and 0ell among others have further reinforced market belief in the company and helped establish our strength in newer markets. "he partner network has started yielding good results with around @3I of new customer additions being ac8uired through them. "he year =/1=11? was rewarding with Ram*. ERP .n C,.+- winning customers in 1/ more countries across ,orth !merica Middle East !*!) and !ustralia in addition to +ndia where we have continued to grow. "he average si.e of customer and the subscription per user have also increased substantially compared to the previous years. "he year also marked Ramco being positioned as a Jprominent playerH for )loud ER* in +ndia by a leading &lobal "echnology research firm. "o address large enterprises which have a distributed set up multiple suppliers multiple dealers multiple products and presence across many markets the company launched Ram*. C.nne*te- Enter<r)se 3RACE) a

)loud solution that helps the parent company connect with its e9tended enterprise and ecosystem. Ram*. %+man Ca<)ta, Mana@ement 3%CM) continued to show promising growth with new customers such as RE0"!& ,'K and ;him:i Ramdas among others being added over the year. "he company also entered into strategic partnerships to offer %)M on )loud Jas a platformH which has been gaining good momentum. "he year ahead holds a lot of promise as the company has been working towards enhancing the %)M offering to address global payroll "alent management and offer the solution on Mobile devices with a cool new 5ser +nterface and Social features. "he all new %)M is well set for breaking into the big league in the )loud market. r.m Transa*t).n t. Ana,1t)*sC Ram*. Ana,1t)*s continues to grow its market presence especially in key segments such as 'anking and (inancial Services +ndustry 6'(S+7 where it currently serves five of the top ten banks in +ndia. RamcoHs !utomated 0ata (low 6!0(7 offering which enables banks to comply with central 'ank compliance re8uirements has been well1received in the +ndian market. #.9ernan*e, t0e IT Ba1C &overnments across the world have been adopting latest technologies to plan manage and e9ecute pro:ects effectively and efficiently. Ramco has been at the forefront of tapping this need by offering a tailor1made solutionL Ram*. #.9ernment Res.+r*e P,ann)n@ S+)teL that helps $ocal &overnments and Municipalities manage their end1to1end operations. "his year too we had several repeat orders from &overnments and Municipalities in !frica. ,1)n@ %)@0 B)t0 Ram*. A9)at).nC RamcoHs understanding of the !viation +ndustry its tailor made solutions and si.eable customer base has enabled it to grow its footprint across the globe. Starting the year on a high Ramco !viation announced its first order of the year with )aribbean !irlines and then added Emirates &o!ir !ir "ahiti and %evilift among others. Ramco ended the year on a high with 1/ customers coming on board globally. E9ploring to e9pand the market the company also launched Ram*. A9)at).n .n C,.+- for !irlines MR-s 6Maintenance Repair # -verhaul7 and )!M7

6)ontinuing !irworthiness Management -rgani.ation7 at the !irline # !erospace MR- # -perations +" )onference M !MER+)!S held at Miami (lorida. 2ith this launch the company will now be able to address organi.ationsLeven operators with fleet si.es of less than 1/ aircrafts and small MR- centersL with speciali.ed integrated MR- solutions. -n the product front the company announced the availability of the solution on i*ad and i*hones. Re9en+e Per/.rman*eC Y 2212>1' 3)n USD M,n.) K1 K= K? K@ 1=.9@ 1=.?4 1/.44 8.33

eBer O//er)n@s, S0ar<er .*+sC +n order to compete and build market leadership it is important that an enterpriseHs focus energy and spends are directed towards offerings that show tremendous growth potential. +n line with this under the stewardship of the new )E- Ramco identified five focus product groups as its focus offerings for the year aheadLER* %)M !viation !nalytics and &R*. "his has helped consolidate and synergi.e the internal assets to build futuristic solutions that can compete with global ma:ors in the +nternational market. Pr.-+*t P0),.s.<01C 0riven by the underlying theme of J)ustomer )entricityH we believe that technology should simplify businesses not complicate themN it should free you not tie you down. +t is this philosophy that has been the driving force behind all our innovations and product developments. "he year =/1=11? paved way for a product philosophy aimed at developing an ER* that can address the needs of the ne9t1gen user across the globe. 'uilt around the 8

five pillars of M.A),)t1, User Inter/a*e, S.*)a,, In>Mem.r1 an- C.nte;t aBare solutions RamcoHs product philosophy of M5S+) 6an abbreviation for the five pillars7 has been well received and appreciated by the market. 1. Mobility aims to connect business and users on the move. =. "he 2i.ard +nterface simplifies the comple9ities of an enterprise application. +t is a combination of transaction and analytics giving users a chance to manage routine tasks aesthetically. ?. "he social aspect in the application reduces redundancy and latency in data handling and gamification and when used as a persuasion techni8ue helps increase productivity. @. -perational efficiency optimi.ation of processes comple9 scheduling of processes in an organi.ation etc. become elementary using the +n1 Memory capabilities of RamcoHs application. 3. "he conte9t1aware feature builds the ability of an ER* to know the user the role of the user his location and the device from which it is being used. +t makes the application intelligent intuitive and location aware. !dding another dimension to our product value proposition was the launch of role based &.rks<a*es. 2orkspaces fundamentally change the way users interact with the application. +t blends transactions with useful analytics relevant to the conte9t thus providing a comprehensive view that enables the user to make effective decisions. Role1based J2orkspacesH make the application OintuitiveP and does away with the typical software usage e9perience of menus and screens. 2orkspaces present actionable data and alerts in the form of a to1doBe9ception list. "his in turn enables users to prioriti.e work and effectively manage information flow thereby enabling better productivity reduced time and an en:oyable e9perience all together. &oing forward the focus is to differentiate and stay ahead of the herd. -ur years of e9perience and market knowledge are helping us get due attention. !s 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 organi.ation. '. IN ORMATION ON SU!SIDIARIES 9

0uring the year the )ompany incorporated a wholly1owned subsidiary in !ustralia named Ramco Systems !ustralia *ty $td. "he incorporation of RS$ Software )ompany $imited Sudan was also completed and capital contribution of the )ompany was made. !s on ?1 st March =/1? the )ompany has the following nine subsidiaries Ramco Systems )orporation. 5S!N Ramco Systems $imited. Swit.erlandN Ramco Systems *te. $td. SingaporeN Ramco Systems Sdn. 'hd. MalaysiaN RS$ Enterprise Solutions 6*ty7 $td. South !fricaN Ramco Systems )anada +nc. )anada 6step down subsidiary of Ramco Systems )orporation. 5S!7N Ramco Systems (E1$$) 0ubaiN RS$ Software )ompany $imited Sudan and Ramco Systems !ustralia *ty $td. !ustralia. "here has been no material change in the nature of the business of subsidiaries during the year. ! statement containing the brief financial details of the subsidiaries is included in the !nnual Report. 6. PARTICULARS REDUIRED UNDER SECTION 212 O T%E COMPANIES ACT, 1574 !s re8uired under the $isting !greement entered into with the Stock E9changes this Report. M)! had issued &eneral )ircular ,o. =B=/11 dated 8th (ebruary =/11 granting e9emption to all companies from the provisions of Section =1= of the )ompanies !ct 1934 sub:ect to compliance with conditions mentioned in the said circular. !mong other things the said circular re8uires the presentation of !udited )onsolidated (inancial statement of the holding company and all the subsidiaries in compliance with the applicable !ccounting Standards and $isting !greement in the !nnual Report. +n line with this we present the &lobal )onsolidated (inancial Statements consolidating the financial statements of the )ompany and its nine subsidiaries vi.. Ramco Systems )orporation. 5S!N Ramco Systems $imited. Swit.erlandN Ramco Systems *te. $td. SingaporeN Ramco Systems Sdn. 'hd. MalaysiaN RS$ Enterprise Solutions 6*ty7 $td. South !fricaN Ramco Systems )anada +nc. )anada 6step down subsidiary of Ramco Systems )orporation. 5S!7N Ramco Systems (E1 $$). 0ubaiN RS$ Software )ompany $imited Sudan and Ramco Systems 10 the &lobal )onsolidated (inancial Statement together with !uditor Report thereon for the year ending ?1 st March =/1? is presented in

*ty !ustralia $td. !ustralia. )onse8uently we are not attaching the (inancial Statements of these Subsidiaries. (urther the !nnual !ccounts of the said subsidiaries and the related detailed information will be made available to the Shareholders of the )ompany and its Subsidiaries seeking such information at any point of time and the same shall be kept for inspection by any Shareholder at the )orporate -ffice of the )ompany. 7. C%AN#ES IN CAPITAL STRUCTURE 0uring the (inancial Dear =/1=11? the Share )apital of the )ompany has undergone change to the e9tent of allotment of shares to eligible employees under the )ompanyHs Employee Stock -ption Scheme =//8 6ES-S =//87 Employee Stock -ption Scheme =//91*lan ! 6ES-S =//91*lan !7 Employee Stock -ption Scheme =//91*lan ' 6ES-S =//91*lan '7 and Employees Share *urchase Scheme =//@ 6ES*S =//@7. "he )ompany has allotted a total of = =/ ?A= e8uity shares to the employees of the )ompany and its Subsidiaries during the year pursuant to e9ercise of the vested options and shares allocated under ES*S. "he following table presents the allotment of e8uity shares by the allotment committee of the 'oard during the year under reviewC

Date ./ a,,.tment N.. ./ S0ares A,,.tteth =@ !pril =/1= 1@ ?@/ =8th May =/1= 1 /? /// =3th <une =/1= @ 8/A th =@ <uly =/1= =? 3?/ rd =? !ugust =/1= 1A 4?8 th 3 -ctober =/1= 1/ 1@3 Ath ,ovember =/1= 1@ 8/9 th 1= 0ecember =/1= 1= 98= th =9 <anuary =/1? 14 4?A =/th March =/1? = @8@ T.ta, 2,22,':2 )onse8uent to the above the paid up e8uity share capital of the )ompany has increased from Rs. 13 31 4A @?/ 6comprising of 1 33 14 A@? shares of Rs.1/ each7 to Rs. 13 A? A1 13/ 6comprising of 1 3A ?A 113 shares of Rs.1/ each7. 4. RI#%TS ISSUE 221' 11

"he 'oard of 0irectors of the )ompany had in its meeting held on ?/ th May =/1? approved a Rights +ssue of e8uity shares to raise up to Rs. 1=3 )rores 6ORights +ssueP7 and constituted a )ommittee of 0irectors named ORights +ssue =/1? )ommitteeP to finali.e the modalities and steps involved in the Rights +ssue. :. RESEARC% AND DEVELOPMENT !s in previous years special emphasis has been placed on R#0 in Ramco Systems this year. R#0 efforts have been channeli.ed towards providing various enhancements in our products such as Ramco ER* on )loud M Standard 6RE-)S7 Ramco ER* on )loud M Enterprise 6RE-)E7 Ramco Firtual2orksQ and Ramco 0ecision2orksR. Ram*. ERP .n C,.+- E Stan-ar- 3REOCS) "he year =/1=11? saw the e9pansion of the RE-)S product into the &lobal market. "he *roduct has been enhanced to address the needs of customers in 5S !SE!, !ustralia !frica and Middle East regions. Enterprise !sset Maintenance Module is a significant addition to the *roduct portfolio. Maintenance Management solution in R-0E provides an integrated solution for handling maintenance needs of the organi.ation. -rgani.ations can effectively identify record track and e9ecute maintenance needs of its assets. "he solution will help organi.ation to plan and schedule maintenance activities to prevent or predict failures and ensure that the machinery in the organi.ation is geared to meet the production challenges without any disruption. Significant +mprovements have been made in the *roduction Module to cater to the needs of *rocess Manufacturing +ndustries. "he productHs 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 e9ercise stringent control over materials products and processes while adhering to 8uality and safety. "he %)M and payroll module has been completely revamped to provide an 5ltra1)ool +nterface through the use of 2orkspaces. %)M B *ayroll continues to stay at the leading edge of technology through the adoption of Mobile technology +n Memory *ayroll Social Media integration and &amification. 12

&lobal *ayroll has grown in leaps and bounds with the support for several countries across the globe. "remendous strides have been taken in the design and 0evelopment of R!)E 6Ramco )onnected Enterprise7. ! full fledged 0ealer Management System has been developed based on this architecture. "he rapid adoption of S-! 6Service -riented !rchitecture7 based on the Ramco +R+S (ramework has facilitated ease of integration on the cloud by means of 2eb Services. !nalytics !pplications based on Ramco 0ecision 2orks is also a significant achievement this year. Ram*. ERP .n C,.+- E Enter<r)se 3REOCE) Ramco ER* on )loud M Enterprise Edition 6RE-)E7 was enhanced with features for M5S+) 6Mobile 5sability Social +n memory and )onte9t aware7 in keeping with the companyHs technology vision. i*hone applications for work order reporting +nspection order reporting (ault reporting and spares B stock en8uiry have been developed. 5ser friendly 2ork spaces with 5ltra1)ool interfaces have been built for 'ranch # corporate *urchasing and stores operation bulk processing for increments B pay elementsB appraisal etc. !dditionally including functional improvements like new module for "ransport B )ustomer !d:ustments across 'usiness 5nits Management service resource management and features enhancements Supplier "ransaction1wise Supplier B )ustomer Revaluation "ransfer of )apital12ork1 in1*rogress across !sset )lasses Milestone 'ased *ayments )apability to do Root )ause !nalysis on Maintenance 2ork -rder Event 'ased 5ser !ccess control at Maintenance 2ork $og Multilevel authori.ation for *ro:ect *roposal *ro:ect Milestones Fehicle Re8uest # *ayroll process !uto generation of Subcontract Re8uest # Stock "ransfer -rder for *ro:ects and !dhoc travel e9pense settlement were developed. "he global payroll application has been e9tended to cover "hailand 5S! 5; "!+2!, %ong ;ong *hilippines Fietnam and !ustralia. "echnological advancements like (ire and (orget Services were also incorporated. )apability to run *ayroll processing with +n Memory computing has been added. Employee socialising features like 2ish your )olleague )orporate Message ,ews B 'ulletin )irculars and "hought for the 0ay &oogle map integration for fault reporting # stock en8uiry were added. 13

,ow RE-)E application reports can now be rendered through Ramco !dvanced Reporting and +ntelligence tool as well as )rystal reports. Ram*. V)rt+a,&.rksQ Ramco Systems has developed and deployed powerful solutions in various &eographies and +ndustry Segments for over a decade. !t the heart of these offerings is our highly fle9ible platform 1 Ramco Firtual2orks QC a collaborative solution innovation platform. +ts uni8ue collaborative co1creation process results in enterprise solutions that fit like a glove and integrate seamlessly with other technology systems platforms and applications. Ramco Firtual2orksQ enables enterprises build their ne9t generation enterprise solution with a powerful infrastructure which provides complete control over its software assets enables reduced time for transformation B development and e9ceptional 8uality. Ramco Firtual2orksQ comprises a Model driven development Environment a 'usiness Services Repository Service -riented !rchitecture 6S-!7 based Enterprise Solution !rchitecture and an Enterprise Event 'us coupled with the Enterprise +nformation Management platform. Ramco Firtual2orks Q also provides a comprehensive set of tools for partners as part of the *artner 0evelopment ;it 6*0;7. E9tension 0evelopment ;it 6E0;7 has been enhanced for partners to develop e9tensions on the )loud for Ramco -n 0emand )ustomers. Kuery 'y E9ample 6K'E7 is a new tool provided for adhoc 8uerying support through Ramco Firtual2orksQ ?./ framework. "o further facilitate +mplementation teams with a far reaching solution 0ynamic E9tensions 60ynE97 a capability that enables uni8ue behaviour for every customer from a single hosted code base. "his has been a very powerful innovation which enables highly dynamic implementations on the cloud. Ramco Firtual2orksQ has been enhanced significantly to provide Rich )ool 5ser +nterfaces based on the paradigm of 2orks spaces. 2orks spaces enable users to perform a lot of their day to day activities without :umping between screens. "he user has access to various functional categories transaction history transaction !nalytics fre8uently used traversals and also a simplified data entry. ! comple9 data entry re8uirement could be enabled by providing a link to the usual transaction screens. 14

Ramco Firtual2orksQ provides a comprehensive infrastructure for addressing various integration needs of the customers. "his enables a closer integration between solutions and an effective technology transition roadmap for the customer. Ramco Firtual2orksQ has been enriched with a powerful +n1Memory process optimi.ation engine which being agent based offers tremendous performance improvement for very comple9 application processing such as *ayroll MR* and Scheduling. Ramco Firtual2orksQ addresses all the re8uirements for rapid enterprise application development deployment and maintenance at the lowest possible "otal )ost of -wnership 6")-7. Ramco Firtual2orksQ incorporates concepts such as S-! )omponenti.ation and support for Model driven development making it the most comprehensive application framework for developing large enterprise applications. Ram*. De*)s).n&.rksF "his year the analytics group has made a number of significant product 6pre1 packaged an alytics7 and platform deliveries. "he pre1packaged analytics area covers product releases across 'anking !viation and E8uipment Rental # Maintenance leveraging on Ramco 0ecision2orksR. -n the platform side vi.. Ramco 0ecision2orksR significant enhancements include areas covering usability performance and functionality. "he notable enhancements themes covered are enhancements to Kuery and Reporting through release of !dvanced Reporting # intelligence *lanning and 'udgeting 2orkflow 0ata +ntegration and Fisuali.ations. Ram*. A9)at).n Ramco !viation Solution underwent ma:or functional and technical advancements in the year =/1=11? targeted towards market e9pansion and increased user adoption. "he high level of focus on usability and application simplicity materiali.ed in the form of speciali.ed tablet and smart phone based mobility solutions for line maintenance. "he product also saw the introduction of unified 2orkspaces M a radically different data driven user interaction model that places intuitiveness and simplicity at the centre of user e9perience. !ddition of offline maintenance capability that allows field operations to be conducted in a disconnected mode increases the potential reach of the 15

solution to more markets and diverse operating environments which will serve to strengthen the productHs leadership position in the world1wide helicopter operator market. 8. #REEN INITIATIVE IN T%E CORPORATE #OVERNANCE M)! has implemented O&reen +nitiative in the )orporate &overnanceP vide )ircular ,os. 1AB=/11 dated =1 st !pril =/11 and 18B=/11 dated =9 th !pril =/11 enabling electronic delivery of ,otices for &eneral Meetings !nnual Report containing 'alance Sheet *rofit # $oss !ccount !uditorHs Report 0irectorsH Report etc. and other communications to the members. !s in earlier years with intent to participate in the &reen +nitiative the )ompany proposes to send such documents in electronic form to the E1Mail addresses of the members as available with the 0epositories. %enceforth the E1Mail addresses indicated in the respective 0epository *articipant 60*7 accounts periodically downloaded from ,ational Securities 0epository $imited 6,S0$7 B )entral 0epository Services 6+ndia7 $imited 6)0S$7 will be deemed to be the registered E1Mail address of the members for serving ,otices for &eneral Meetings !nnual Report containing 'alance Sheet *rofit # $oss !ccount !uditorHs Report 0irectorsH Report etc. and other communications. (ull te9t of the above said documents will be also be displayed on the website of the )ompany www.ramco.com and all other re8uirements of the aforesaid M)! circular will be duly complied with. Members holding shares in electronic mode are therefore re8uested to ensure to keep their E1Mail addresses updated with the 0epository *articipant. Members holding shares in physical mode are also re8uested to provide the E1Mail address 8uoting their (olio ,umber to our Registrar and Share "ransfer !gent vi.. )ameo )orporate Services $imited 65nitC Ramco Systems $imited7 by writing to them at Subramanian 'uilding ,o.1 )lub %ouse Road Mount Road )hennai 4// //= or by E1Mail to investorScameoindia.com. 5. IGED DEPOSIT

Dour )ompany has not accepted any fi9ed deposits during the year. 12. !OARD O DIRECTORS AND COMMITTEES !s per Section =33 and =34 of the )ompanies !ct 1934 Shri , ; Shrikantan 16

Ra:a and Shri ! F 0harmakrishnan 0irectors retire by rotation at the ensuing !nnual &eneral Meeting of the )ompany and being eligible offer themselves for re1appointment. "he 'oard of 0irectors recommends the above re1 appointments for approval of the members. "he brief resume and other details relating to the directors as stipulated under )lause @96+F7 6&7 of the $isting !greement are furnished in the ,otice of !nnual &eneral Meeting being sent to the members along with this !nnual Report. "he )ompany has constituted the following )ommittees of the 'oardC 6a7 6b7 6c7 6d7 6e7 6f7 !udit )ommittee Shareholders )ommittee Remuneration )ommittee )ompensation )ommittee !llotment )ommittee Rights +ssue =/1? )ommittee

0etails about constitution composition and terms of reference of the above referred )ommittees are elaborated in the Report on )orporate &overnance which is anne9ed to and forms part of this report. 11. AUDITORS MBs. ),&S, # !ssociates )hartered !ccountants )hennai retire at the ensuing !nnual &eneral Meeting and being eligible pursuant to the provisions of the )ompanies !ct 1934 and the provisions of )lause @1 of the listing agreement offer themselves for re1appointment. "he 'oard of 0irectors recommends the !uditorHs re1appointment. 12. CONSERVATION O ENER#Y, TEC%NOLO#Y A!SORPTION AND OREI#N EGC%AN#E EARNIN#S AND OUT#O "he *articulars as prescribed under Section =1A617 6e7 of the )ompanies !ct 1934 read with )ompanies 60isclosure of *articulars in the Report of 'oard of 0irectors7 Rules 1988 are anne9ed to and forms part of this report . 1'. EMPLOYEE PARTICULARS "he particulars of Employees as re8uired to be disclosed in accordance with the provisions of Section =1A6=!7 of the )ompanies !ct 1934 read with )ompanies 6*articulars of Employees7 Rules 19A3 as amended from time to 17

time are included in the 0irectorsH Report. %owever as per the provisions of Section =196176b76iv7 of the )ompanies !ct 1934 the Report and the !ccounts are being sent to all Shareholders of the )ompany e9cluding the aforesaid information. !ny shareholder interested in obtaining such particulars may write to the )orporate -ffice of the )ompany. 16. EMPLOYEES STOC" OPTION PLAN= SC%EME AND EMPLOYEE STOC" PURC%ASE SC%EME "he growth of the )ompany has in large measure been possible owing to the wholehearted support commitment and teamwork of its personnel. !ccordingly the )ompany had instituted various Employee Stock -ption Schemes B *lans 6ES-SBES-*7 for the benefit of employees. "he following schemes have been established by the )ompanyC 6!7 Employee Stock -ption *lan =/// 6ES-* =///7 6'7 Employee Stock -ption Scheme =//? 6ES-S =//?7 6)7 Employee Stock -ption Scheme =//@ 6ES-S =//@7 607 Employee Stock -ption Scheme =//8 6ES-S =//87 6E7 Employee Stock -ption Scheme =//9 M *lan ! 6ES-S =//91*lan !7 6(7 Employee Stock -ption Scheme =//9 M *lan ' 6ES-S =//91*lan '7 "he )ompany has also implemented the following Employee Share *urchase *lans BSchemes 6ES**BES*S7C 6!7 Employee Share *urchase *lan 1999 6ES** 19997 6'7 Employee Stock *urchase Scheme =//@ 6ES*S =//@7 0etails regarding the above mentioned schemes along with their status as per the re8uirements of SE'+ 6ES-S # ES*S7 &uidelines 1999 are anne9ed to and forms part of this report. (urther a certificate from Statutory !uditors with respect to implementation of the above EmployeeHs Stock -ption Schemes in accordance with SE'+ &uidelines and the resolution passed by the members of the )ompany would be placed before the Shareholders at the ensuing !nnual &eneral Meeting and a copy of the same shall be available for inspection at the )orporate -ffice of the )ompany. 17. DIRECTORS( RESPONSI!ILITY STATEMENT *ursuant to the re8uirement under Section =1A 6=!!7 of the )ompanies !ct 1934 with respect to 0irectorsH Responsibility Statement it is hereby confirmedC 18

1. "hat the applicable !ccounting Standards had been followed along with proper e9planation relating to material departures if anyN =. "hat the selected !ccounting *olicies were applied consistently and :udgments 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 )ompany at the end of the (inancial Dear and of the profit of the )ompany for that periodN ?. "hat the 0irectors have taken proper and sufficient care for the maintenance of ade8uate accounting records in accordance with the provisions of the )ompanies !ct 1934 for safeguarding the assets of the )ompany and for preventing and detecting fraud and other irregularitiesN @. "hat the !nnual !ccounts were prepared for the (inancial Dear ended ?1st March =/1? on a going concern basis. AC"NO&LED#EMENT Dour 0irectors take this opportunity to convey their appreciation for the support and co1operation received during the year under review from all the &overnment !uthorities Shareholders )lients Fendors *artners 'ankers and other 'usiness !ssociates. Dour 0irectors wish to place on record their deep sense of appreciation for the dedicated and sincere services rendered by the Employees at all levels.

.r an- .n !e0a,/ ./ t0e !.ar*laceC )hennai 0ateC ?/th May =/1? P R RAMASU!RA%MANEYA RAH%A )%!+RM!,

6) MANA#EMENT DISCUSSION AND ANALYSIS

O9er9)eB &oing global and strengthening our position on )loud has been key focus

19

areas in (D =/1=11?. "o achieve our goal of becoming a leading provider of enterprise applications on )loud we have realigned our product and market strategies. "o this effect the year =/1=11? has been a good start with Ramco ER* on )loud winning customers across both domestic and international markets. 2ith the global launch of our )loud offerings on !2S platform we have started gaining traction in ,orth !merica Middle East !ustralia and !*!). )ustomer feedback and interest have been highly encouraging. 2e are continuing to strengthen our partnership network to further multiply this momentum in the year ahead. "he overall revenue of 5S0 @@.3? million for (D =/1=11? from various geographies is depicted as belowC

!mericas 1AI Europe @I !*!) AI +ndia 3@I Me # !frica 18I

"he largest contributor towards revenue has been +ndia followed by Middle East !frica 6ME!7 and !mericas. -n the domestic front we continued to grow our leadership position on )loud and added mar8uee customers for all three product suitesLER* momentum going forward. Middle East # !frica continues to grow DoD. "his year we ac8uired some very prestigious clients in the region for !viation %)M and ER* on )loud. +n <anuary =/1? the worldHs largest +nternational !irline Emirates signed a Master Supply !greement with Ramco to implement Reliability +nformation Management System. 2e also won three deals for %)M in the regionLone 20 %)M and !viation. 2e also focused on strengthening our sales network and partnership to further support the growth

from RE0"!& one a leading bank and another leading retail player. "he !mericas continue to show good growth prospects with our first few ER* on )loud customers coming on board in the region. !viation continues to be a ma:or contributor and focus vertical in the region. 2ith the launch of Ramco !viation on )loud we will now be able to address a hitherto underserved market of small and medium operators. !*!) continued on its winning spree. +n addition to Singapore +ndonesia and Malaysia too started showing good traction with new partners and clients being added in the region. !viation was the strongest performer followed by %)M and ER*. 2e also opened up a subsidiary in !ustralia and added our first few )loud customers in the region. C0a,,en@es 'rand visibility has been a challenge globally and for the first time we have stepped up our marketing spends globally. 2e are focusing on building visibility and traction through on1ground events and active presence on the digital medium. "he second challenge has been to build an active and growing network of channel partners which is usually a long1term activity. 2e have made a good start by signing up our initial set of partners across the globe. Efforts and investments are on to increase the momentum on bringing in the right partners into the system. 2e also understand that to address a larger audience we need to increase our office presence and sales footprint. 2e have been focusing on this and have opened up two new offices last year. O<<.rt+n)t)es 2ith mobile becoming the new mode of accessing data there is a new opportunity emerging in the 'usiness applications space. "his has triggered our product strategy team to focus on Omobile Trst rest laterP. !ll our products are designed first for the mobile followed by tablets and then desktops. -ur flagship product ER* on )loud has been gaining traction amid both small and large businesses across geographies. Supported by our product philosophy of M5S+) 6Mobility 5ser1+nterface Social +n1Memory and )onte9t aware7 Ramco ER* on )loud enables customers to have a real1time view of business. "his in turn reduces business comple9ities and attracts prospective customers. -ur solutions are built on the understanding that any business can be 21

enhanced phenomenally by making things easier for the employee. "his has resulted in remodelling Ramco %)M by tapping into trends like gamification mobility and social media thereby converting comple9 processes into en:oyable activities. +t not only streamlines the %R processes but also enables and simplifies the global payroll management. 2e are all set to launch this solution on cloud with focus on "alent Management. -ur understanding of the !viation +ndustry has enabled us to grow our footprint across the globe. %eli1operators are a key focus segment for us and we have been growing rapidly by adding some of the leading names in the industry. 8/I of the market today consists of small operators who access data from e9cel sheets and do not have an integrated M#EBMR- software as they cannot afford the traditional system. 2ith the launch of Ramco !viation on )loud we are well poised to address this underserved market segment. Partners0)<s an- A,,)an*es "he 'usiness !pplication space today has evolved to a great e9tent. Earlier the focus was on the technicalities and functionalities of the solution but now the focus has moved to usability and customer e9perience. 2ith the availability of )loud based enterprise applications there is a growing thrust and demand from +SFs and technology firms to add cloud applications to their gamut of offerings. "oday we have A3U partners across the globe either implementation or sales partner or both. "he highlight of our solution for the partner community has been our ability to offer cutting edge tools like E9tension 0evelopment ;it 6E0;7 and *artner 0evelopment ;it 6*0;7 to address customi.ation and personali.ation needs of customers comprehensively. "his also opens up a new stream of revenue for partners. "he year also paved way for strategic association with global technology providers like &oogle !ma.on and 0ell among others. %owever our broad categori.ation of partner program includes 'usiness *artners by packaging our solutions along with their products or services. Pe.<,e )n)t)at)9es -ur enhancements have also reflected in the talent that we have been ac8uiring. "his year we hired graduates from leading '1schools and also 22 System +ntegration and )onsulting partners who assist us in business development

attracted some very good lateral hires from other ER* players. 2ith the rebuilding e9ercise here at Ramco we today have young and enthusiastic minds flowing in with enough support from the e9perienced and wise. ;nowledge transfer sessions by the product heads enlighten the employees on the end result of what they are working towards. 2e also emphasi.e on training for developing our employeesH skills and organi.e training programs for them on an ongoing basis. 2ork combined with fun and energy is the underlying principle here. 2e have also adopted an open culture where employees are encouraged to e9periment innovate and contribute without any inhibitions or hierarchy.

7) AUDITOR(S REPORT

23

AUDITOR(S REPORT TO T%E MEM!ERS O RAMCO SYSTEMS LIMITED 2e have audited the accompanying financial statements of Ramco Systems $imited 6Jthe )ompanyH7 which comprise the 'alance Sheet as at ?1 st March =/1? the Statement of *rofit and $oss and the )ash (low Statement for the year then ended and a summary of significant accounting policies and other e9planatory information. Mana@ement(s Res<.ns)A),)t1 /.r t0e )nan*)a, Statements Management is responsible for the preparation of these (inancial statements that give a true and fair view of the (inancial position (inancial performance and cash flows of the )ompany in accordance with the !ccounting Standards referred to in sub1section 6?)7 of Section =11 of the )ompanies !ct 1934 6Othe !ctP7. "his responsibility includes the design implementation and maintenance of internal control relevant to the preparation and presentation of the (inancial statements that give a true and fair view and are free from material misstatement whether due to fraud or error. A+-)t.r(s Res<.ns)A),)t1 -ur responsibility is to e9press an opinion on these (inancial statements based on our audit. 2e conducted our audit in accordance with the Standards on !uditing issued by the +nstitute of )hartered !ccountants of +ndia. "hose Standards re8uire that we comply with ethical re8uirements and plan and perform the audit to obtain reasonable assurance about whether the (inancial statements are free from material misstatement. !n audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. "he procedures selected depend on the auditorHs :udgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error. +n making those risk assessments the auditor considers internal control relevant to the )ompanyHs preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. !n audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management as well as evaluating the overall presentation of the financial statements. 2e believe that the audit evidence we have obtained is sufficient and 24

appropriate to provide a basis for our audit opinion. O<)n).n +n our opinion and to the best of our information and according to the e9planations given to us the financial statements give the information re8uired by the !ct in the manner so re8uired and give a true and fair view in conformity with the accounting principles generally accepted in +ndiaC 1. in the case of the 'alance Sheet of the state of affairs of the )ompany as at ?1st March =/1?N =. in the case of the Statement of *rofit and $oss of the loss for the year ended on that dateN and ?. in the case of the )ash (low Statement of the cash flows for the year ended on that date. Re<.rt .n Ot0er Le@a, an- Re@+,at.r1 Re?+)rements 1 !s re8uired by the )ompanies 6!uditorHs Report7 -rder =//? 6Othe -rderP7 as amended issued by the )entral &overnment of +ndia in terms of sub1 section 6@!7 of Section ==A of the !ct we give in the !nne9ure a statement on the matters specified in paragraphs @ and 3 of the -rder. = !s re8uired by Section ==A6?7 of the !ct we report thatC 6a7 we have obtained all the information and e9planations which to the best of our knowledge and belief were necessary for the purpose of our auditN 6b7 in our opinion proper books of account as re8uired by law have been kept by the )ompany so far as it appears from our e9amination of those booksN 6c7the 'alance Sheet Statement of *rofit and $oss and )ash (low Statement dealt with by this Report are in agreement with the books of accountN 6d7 in our opinion the 'alance Sheet Statement of *rofit and $oss and )ash (low Statement comply with the !ccounting Standards referred to in sub1section 6?)7 of Section =11 of the )ompanies !ct 1934N and -n the basis of written representations received from the directors as on ?1 st March =/1? and taken on record by the 'oard of 0irectors none of the 25

directors is dis8ualified as on ?1 st March =/1? from being appointed as a director in terms of clause 6g7 of sub1section 617 of Section =A@ of the )ompanies !ct 1934.

.r CN#SN $ Ass.*)ates )hartered !ccountants Registration ,o.//@913S C N #AN#ADARAN *lace C )hennai 0ate C ?/th May =/1? ANNEGURE TO T%E AUDITOR(S REPORT Anne;+re re/erre- t. )n .+r re<.rt ./ e9en -ate .n t0e a**.+nts /.r t0e 1ear en-e- '1st Mar*0, 221'I 26 *artner Membership ,o.C11=/3

6i7

6a7"he )ompany has maintained proper records showing full particulars including 8uantitative details and situation of fi9ed assets. 6b7Most of the assets have been physically verified by the management during the year. "he )ompany has a phased programme of verification which in our opinion is reasonable having regard to the si.e of the )ompany. ,o material discrepancies have been noticed on such verification. 6c70uring the year the )ompany has not disposed off substantial part of fi9ed assets.

6ii7

6a7"he inventory has been physically verified during the year by the management. 6b7"he procedures of physical verification of inventories followed by the management are reasonable and ade8uate in relation to the si.e of the )ompany and the nature of its business. 6c7"he )ompany is maintaining proper records of inventory. ,o material discrepancies were noticed at the time of physical verification.

6iii7

6a7"he )ompany has taken loans of Rs.1 4=/.// Mln. during the year from a party listed in the Register maintained under Section ?/1 of the )ompanies !ct 1934. "he year end balance is Rs.1?A.3/ Mln. and the ma9imum outstanding during the year is Rs. 48=.3/ Mln. ,o loans have been granted to any such parties by the )ompany. 6b7+n our opinion rates of interest and other terms and conditions are not pre:udicial to the interest of the )ompany. 6c7"he repayment of the principal amounts and interest wherever applicable are regular. 6d7"he loans taken by the )ompany are repayable on demand and therefore the 8uestion of overdue amounts does not arise.

6iv7 +n our opinion and according to the information and e9planations given to us there are ade8uate internal control procedures commensurate with the si.e of the )ompany and the nature of its business with regard to the purchase of inventory fi9ed assets and with regard to sale of goods and services. 0uring the course of our audit we have not observed any ma:or weaknesses in internal control system. 6v7 6a7"he )ompany has transactions with Section ?/1 companies. "he 27

transactions have been entered in the register maintained under Section ?/1 of the )ompanies !ct 1934. 6b7+n our opinion and according to the information and e9planations given to us the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section ?/1 of the )ompanies !ct 1934 and e9ceeding the value of Rupees (ive $akhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time. 6vi7 "he )ompany has not accepted any deposits from the public. 6vii7 +n our opinion the )ompany has an ade8uate internal audit system commensurate with the si.e and nature of its business. 6viii7 "he )ompany does not come under Section =/96176d7 of the )ompanies !ct 1934. 6i97 17 "he )ompany is generally regular in depositing with appropriate authorities undisputed statutory dues including *rovident (und +nvestor Education and *rotection (und EmployeesH State +nsurance +ncome ta9 2ealth ta9 Sales ta9 Service ta9 )ustoms duty E9cise duty and )ess and other material statutory dues as applicable to it. =7 !ccording to the information and e9planations given to us no undisputed amounts payable in respect of +ncome ta9 2ealth ta9 Sales ta9 Service ta9 )ustoms duty E9cise duty and )ess were in arrears as at ?1st March =/1? for a period of more than si9 months from the date they became payable. ?7 !ccording to the information and e9planations given to us there are disputed statutory dues aggregating to Rs.1?.=9 Mln. that have not been deposited on account of matters pending before appropriate authority are as underC

,ature of ,ame of the statute dues

(orum where dispute is pending 6Rs. Mln.7

28

+ncome "a9 !ct 1941 2ealth "a9 !ct 193A )entral Sales "a9 2ealth "a9 +ncome "a9

)ommissioner of +ncome "a9 6!ppeals7 )ommissioner of 2ealth "a9 6!ppeals7 =.3/ 9.8@

)entral Sales !ppellate 0eputy

!ct 1934 "a9 )ommissioner 6)"7 /.93 697 +n our opinion the accumulated losses of the )ompany are not more than 3/I of its net worth. "he )ompany has not incurred cash losses during the financial year or in the immediately preceding financial year covered by our audit. 69i7 +n our opinion and according to the information and e9planations given to us the )ompany has not defaulted in repayment of dues to any financial institution or bank or debenture holders. 69ii7 "he )ompany has not granted any loans and advances on the basis of security by way of pledge of shares debentures and other securities. 69iii7 +n our opinion the )ompany is not a chit fund or nidhi B mutual benefit fund B society. "herefore the provisions of clause @ 69iii7 of the )ompanies 6!uditors Report7 -rder =//? are not applicable to the )ompany. 69iv7 +n our opinion the )ompany is not dealing in or trading in shares securities debentures and other investments. !ccordingly the provisions of clause @ 69iv7 of the )ompanies 6!uditors Report7 -rder =//? are not applicable to the )ompany. 69v7 "he )ompany has not given any guarantee for loans taken by others from bank or financial institutions. 69vi7 +n our opinion the term loans have been applied for the purpose for which they were raised. 69vii7 !ccording to the information and e9planations given to us and on an overall e9amination of the 'alance Sheet of the )ompany we report that no funds raised on short term basis have been used for long term investment.

29

69viii7 0uring the year the )ompany has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section ?/1 of the )ompanies !ct 1934. 69i97 !ccording to the information and e9planations given to us during the period covered by our audit report the )ompany has not issued any debentures. 6997 "here has been no public issue during the year and hence the 8uestion of end use of money does not arise. 699i7!ccording to the information and e9planations given to us no fraud on or by the )ompany has been noticed or reported during the course of our audit.

.r CN#SN $ Ass.*)ates )hartered !ccountants Registration ,o.//@913S C N #AN#ADARAN *lace C )hennai 0ate C ?/th May =/1? *artner Membership ,o.C11=/3

4) CONSOLIDATED INANCIAL STATEMENTS

30

AUDITOR(S REPORT TO T%E !OARD O

DIRECTORS O

RAMCO

SYSTEMS LIMITED ON T%E CONSOLIDATED INANCIAL STATEMENTS O RAMCO SYSTEMS LIMITED, INDIA AND ITS SU!SIDIARIES 2e have audited the accompanying consolidated financial statements of Ramco Systems $imited 6Jthe )ompanyH7 and its subsidiaries which comprise the )onsolidated 'alance Sheet as at ?1 st March =/1? the consolidated Statement of *rofit and $oss and )onsolidated )ash (lows Statement for the year then ended and a summary of significant accounting policies and other e9planatory information. Mana@ement(s Res<.ns)A),)t1 /.r t0e C.ns.,)-ate- )nan*)a, Statements Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position consolidated financial performance and consolidated cash flows of the )ompany in accordance with accounting principles generally accepted in +ndia. "his responsibility includes the design implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error. A+-)t.r(s Res<.ns)A),)t1 -ur responsibility is to e9press an opinion on these consolidated financial statements based on our audit. 2e conducted our audit in accordance with the Standards on !uditing issued by "he +nstitute of )hartered !ccountants of +ndia. "hose Standards re8uire that we comply with ethical re8uirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. !n audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. "he procedures selected depend on the auditorHs :udgement including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error. +n making those risk assessments the auditor considers internal control relevant to the )ompanyHs preparation and presentation of the consolidated financial statements that give a true and

31

fair view in order to design audit procedures that are appropriate in the circumstances. !n audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements. 2e believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. O<)n).n +n our opinion and to the best of our information and according to the e9planations given to us the consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in +ndiaC 6i7 +n the case of the )onsolidated 'alance Sheet of the state of affairs of the )ompany as at ?1st March =/1?N 6ii7 +n the case of the )onsolidated Statement of *rof t and $oss !ccount of the loss for the year ended on that dateN and 6iii7 +n the case of the )onsolidated )ash (low Statement of the cash flows for the year ended on that date. Ot0er matters 2e did not audit the financial statements of certain subsidiaries whose financial statements reflect total assets of Rs. ?A8.9@ Mln. as at ?1 st March =/1? and total revenues of Rs. 4/@.@1 Mln. for the year then ended. "hese financial statements have been audited B reviewed by other auditors whose reports have been furnished to us and our opinion in so far as it relates to the amounts included in respect of these subsidiaries is based solely on the report of the other auditors. 2e have relied on the unaudited financial statements of the !ssociate for the year ended =8 th (ebruary =/1?. -ur opinion in so far as it relates to the amounts included in respect of that !ssociate is based solely on such unaudited financial statements. -ur opinion is not 8ualified in respect of other matters.

CONSOLIDATED !ALANCE S%EET AS AT MARC% '1, 221' 32

As at As at '1.2'.221' '1.2'.221' !s at !s at N.te 3Rs. 3USD ?1./?.=/1= ?1./?.=/1= N+mAer M,n.) M,n.) 6Rs. Mln.7 65S0 Mln.7 EDUITY AND LIA!ILITIES S0are0.,-ersJ +n-s Share )apital Reserves and Surplus S0are A<<,)*at).n M.ne1 <en-)n@ a,,.tment M)n.r)t1 Interest N.n>*+rrent L)aA),)t)es $ong "erm 'orrowings 0eferred "a9 $iability 6,et7 -ther $ong "erm $iabilities $ong "erm *rovisions C+rrent L)aA),)t)es Short "erm 'orrowings "rade *ayables -ther )urrent $iabilities Short "erm *rovisions TOTAL ASSETS N.n>*+rrent Assets (i9ed !ssets 1"angible !ssets 1+ntangible !ssets &oodwill 6on consolidation7 ,on1current +nvestments $ong "erm $oans and !dvances -ther ,on1current !ssets C+rrent Assets +nventories "rade Receivables )ash and 'ank 'alances Short "erm $oans and !dvances -ther )urrent !ssets TOTAL 2: 6 '2 7 4 : 8 5 12 2 ' 17:.:' 1,12:.66 1,287.1: > 2.'4 11.58 1.28 '8.62 168.67 222.11 2,872.72 '22.:5 257.7: 2.44 ',671.72 6,5':.14 '.42 22.22 2'.82 > 2.21 2.22 2.2' 2.:1 2.:7 '.:1 72.86 7.7: 7.68 2.27 4'.56 51.64 133.3= 1 @98.=/ 1 43?.A= /.34 1.A? A.?9 1.@3 @/.A3 11/./? 139.4= 1 983.// =??.?/ =3/.@? ?3.98 = 3/@.A1 @ ?=/.?@ ?.34 =9./@ ?=.4/ /./1 /./3 /.13 /./? /.81 =.1A ?.14 ?9.1@ @.39 @.9@ /.A1 @9.?8 83.=/

11

12 1' 16 17 14 1: 18 15

148.6: 2,2:4.84 556.71 2.48 165.1: > ','51.45 2.16 :45.'6 1'2.88 127.'5 7':.:2 1,767.6: 6,5':.14

'.12 '8.68 18.62 2.27 2.:4 > 42.8' 2.21 16.27 2.64 1.57 5.54 28.4' 51.64

14@./A 1 44?.A3 99@.31 /.9/ 1=8.4? 1 = 931.84 14.9? 48=.98 11@./@ 9A.@/ @3A.1? 1 ?48.@8 @ ?=/.?@

?.=? ?=.81 19.41 /./= =.3@ 1 38.=1 /.?? 1?.@A =.=3 1.9= 9./= =4.99 83.=/

N.tes .n C.ns.,)-ate- /)nan*)a, statements 1 t. ''

CONSOLIDATED STATEMENT O PRO IT AND LOSS OR T%E YEAR 33

ENDED MARC% '1, 221'

Year Year en-eDear en-e'1.2'.221' ended Dear ended '1.2'.221' 3USD ?1./?.=/1= ?1./?.=/1= N.te M,n.) 6Rs. Mln.7 65S0 Mln.7 N+mAer 3Rs. M,n.) INCOME Revenue from -perations -ther +ncome "otal Revenue EGPENDITURE )hanges in +nventories of (inished &oods Stock1in1process and Stock1in1 trade *urchase of stock1in1trade Employee 'enefit E9pense (inance )osts 0epreciation and !mortisation E9pense -ther E9penses T.ta, e;<enses Pr./)t = 3L.ss) !e/.re Ta; "a9 E9penses 1 )urrent "a9 1 0eferred "a9 Pr./)t = 3L.ss) A/ter Ta; an!e/.re M)n.r)t1 Interest $ E?+)t1 )n Earn)n@s Minority +nterest E8uity in Earnings of !ffiliates Pr./)t = 3L.ss) .r T0e Year 2: 2: 22 21 2,'52.:2 81.22 2,6:'.52 66.7' 1.71 64.26 = ==9.A8 111.4A = ?@1.@3 @A.=4 =.?A @9.4?

22

14.:5 42.:1 1,621.:5 42.7' ''2.76 551.66 2,881.82 362:.88) 32.':) > 362:.71)

2.'' 1.11 24.64 1.1' 4.17 18.67 7'.4' 3:.75) 32.21) > 3:.78)

613.9/7 ?1.?8 1 1@A.@? =3.48 =8/.?= 94?.3= = @?=.@? 69/.987 6@.3@7 /.== 684.447

6/.?17 /.4@ =@.?= /.3@ 3.9@ =/.@@ 31.3A 61.9@7 6/.1/7 1 61.8@7

2' 26 11 27

'2

1.'4 1.:8 3626.':)

2.26 2.2' 3:.71)

1.48 6@.=97 689.=A7

/./@ 6/./97 61.897

Earn)n@s <er e?+)t1 s0are 3EPS) ./ /a*e 9a,+e ./ Rs.12 ea*0C !as)* $ D),+te- EPS 3)n Rs. an- USD) 327.81) &e)@0te- a9era@e n+mAer ./ E?+)t1 S0ares .+tstan-)n@ > !as)* 17,447,25' &e)@0te- a9era@e n+mAer ./ E?+)t1 S0ares .+tstan-)n@ > D),+te14,256,25'

32.68)

63.A37 13 31= ?89 13 4/3 3?9

6/.1=7

N.tes .n C.ns.,)-ate- /)nan*)a, statements 1 t. ''

34

CONSOLIDATED CAS% LO& STATEMENT OR T%E YEAR ENDED MARC% '1, 221'
Year en-e'1.2'.221' 3Rs. M,n.) A CAS% LO& ROM OPERATIN# ACTIVITIES Net Pr./)t=3L.ss) Ae/.re ta; as <er Statement ./ Pr./)t an- L.ss 362:.88) A-j+ste- /.rC 0epreciation and !mortisation E9pense ''2.76 'ad debts written off 75.12 *rovision for bad and doubtful debts 2'.7' (inance )osts 42.7' 6*rofit7B$oss on Sale of !ssets1,et 6.45 +nterest +ncome 32.42) Effect of e9change difference on translation of deferred ta9 liability # 32.:1) fi9ed assets 5nrealised E9change 6&ain7B$oss 311.:2) Effect of change in (oreign )urrency "ranslation Reserve 11.84 Employee cost under ES-SBES*S 17.51 O<erat)n@ Pr./)t=3L.ss) !e/.re &.rk)n@ Ca<)ta, C0an@es 87.25 &.rk)n@ Ca<)ta, C0an@esC "rade Receivables $oans # !dvances and -ther )urrent B,on1 current assets 3284.67) Earmarked 'alances with 'anks 1 Margin money deposit 2.42 +nventories 14.:5 "rade *ayables *rovisions and -ther liabilities 116.'2 Cas0 #enerate- /r.m O<erat).ns 345.6') "a9es *aid :.66 Net Cas0 3Use- )n)=#enerate/r.m O<erat)n@ A*t)9)t)es 341.55) ! CAS% LO& ROM INVESTIN# ACTIVITIES !ddition to (i9ed !ssets 3728.:1) *roceeds from Sale of (i9ed !ssets 2.75 "erm deposit with 'anks 1 others 31.14) *roceeds from $ong "erm 'orrowings for assets under %ire purchase B (inance lease 1'.6: Repayment of $ong "erm 'orrowings for assets under %ire purchase B (inance lease 34.64) +nterest +ncome 2.42 Net Cas0 3Use- )n)=#enerate/r.m In9est)n@ A*t)9)t)es 3715.4:) C CAS% LO& ROM INANCIN# ACTIVITIES *roceeds from +ssue of Share )apital an account of e9ercise of :.52 employee stock options Year en-e- Dear ended Dear ended '1.2'.221' ?1./?.=/1= ?1./?.=/1= 3USD M,n.) 6Rs. Mln.765S0 Mln.7 3:.75) 4.17 1.12 2.66 1.1' 2.25 32.21) '.'' 32.22) 31.:2) 2.25 2.55 69/.987 =8/.?= =4./A 99.1A =3.48 1.43 6/.?37 61.=37 61.1=7 ==.A@ 1 ?41.9? 61.9@7 3.9@ /.33 =.1/ /.3@ /./@ 6/./17 9.A3 6/./=7 6@.@/7 1 1=.33

3'.:2) 2.21 2.'' 1.'2 2.57 2.14 1.11 35.:8) 2.27 32.22) 2.26 32.12) 2.21 35.42)

61=8.A17 6/.1/7 613.9/7 11.8/ ==9./= 6==.=87 =/4.A@ 6@14.8A7 =.3? 6/./?7 4.1@ 69.137 /.?3 6@1A./?7

1.14 1 6/.?17 61.447 11.A3 6/.@47 11.=9 611./97 /./3 1 /./8 6/.197 /./1 611.1@7

2.17

/.8/

/./=

35

*roceeds from Short "erm 'orrowings Repayment of Short "erm 'orrowings (inance )osts paid Net Cas0 3Use- )n)=#enerate/r.m )nan*)n@ A*t)9)t)es Net In*rease=3De*rease) )n Cas0 an- Cas0 E?+)9a,ents 3AK!KC) Effect of 5nrealised (oreign E9change (luctuation &ainB6$oss7 )ash and )ash E8uivalents at the beginning of the year Cas0 an- Cas0 E?+)9a,ents at t0e en- ./ t0e 1ear Earmarked 'alances with 'anks 1 "erm 0eposits held as margin money against bank guarantees 1 'alance in ES-* B Rights issue accounts "erm 0eposits 1 -thers C,.s)n@ Cas0 an- !ank !a,an*es

4,227.22 37,1':.72) 3284.:2) 788.:2 :.26 11.:2 111.17 125.85 2.78 2.1: 2.26 1'2.88

128.8: 357.1:) 37.'6) 8.71 > 2.22 2.15 2.61 2.21 > 2.26 2.64

? 4==.3/ 6? 18A.3/7 619=.4?7 =@?.1A ?=.88 1.1= AA.13 111.13 1.19 /.41 1./9 11@./@

44.94 64=.8A7 6?.8@7 /.=A /.@= /./= 1.A3 =.19 /./? /./1 /./= =.=3

!s per our report anne9ed .r CN#SN $ Ass.*)ates )hartered !ccountants Registration ,o.//@913S C N #AN#ADARAN *artner Membership ,o.C11=/3 *laceC )hennai 0ateC ?/th May =/1?

P R RAMASU!RA%MANEYA RAH%A )hairman

S S RAMAC%ANDRA RAHA N " S%RI"ANTAN RAHA V HA#ADISAN M M VEN"ATAC%ALAM

P R VEN"ETRAMA RAHA Fice )hairman and Managing 0irector # VEN"ATRAM )ompany Secretary

A V D%ARMA"RIS%NAN R S A#AR&AL 0irectors

:) ACCOUNTIN# POLICIES
1 SI#NI ICANT ACCOUNTIN# POLICIES

36

I !ASIS O STATEMENTS

PREPARATION AND PRESENTATION O

INANCIAL

A !as)s ./ Pre<arat).nC "he financial statements are prepared under the historical cost convention in accordance with the &enerally !ccepted !ccounting *rinciples 6&!!*7 and materially comply with the mandatory !ccounting Standards issued by the +nstitute of )hartered !ccountants of +ndia and notified under the )ompanies 6!ccounting Standards7 Rules =//4 and the relevant provisions of the )ompanies !ct 1934. !ll income and e9penditure having a material bearing on the financial statements are recogni.ed on accrual basis. ! Use ./ Est)matesC "he preparation of financial statements in accordance with the generally accepted accounting principles re8uires management to make :udgements estimates and assumptions that affect the reported

amounts of revenues e9penses assets and liabilities and the disclosure of contingent liabilities at the end of the reporting period. !lthough these estimates are based upon management>s best knowledge of current events and actions actual results could differ from these estimates in the future periods. II PRINCIPLES O CONSOLIDATIONC "he consolidated financial statements have been prepared on the following basisC "he financial statements of subsidiaries have been combined on a line by line basis by adding together the book values of like item of assets liabilities income and e9penditure after eliminating intra1group balances and intra1group transactions resulting in unreali.ed profits or losses. "he financial statement of the affiliate has been consolidated using the E8uity Method as prescribed by !ccounting Standard =? issued by "he +nstitute of )hartered !ccountants of +ndia. "he e9cess of cost of investments in subsidiary companies over its share of the e8uity of the subsidiary companies is recognised as J&oodwill 6on )onsolidation7H. Such goodwill arising on consolidation is not amortised 37

but tested for impairment. "he consolidated financial statements are prepared by adopting uniform accounting policies for like transactions or other events in similar circumstances and are presented to the e9tent possible in the same manner as the *arent )ompanyHs financial statements. +++ TRANSLATION TO INDIAN RUPEESC "he functional currency of the *arent )ompany is +ndian Rupee. "he functional currencies of the subsidiaries are their respective local currencies. "heir accounts are converted from their local currency to +ndian Rupees in the following mannerC !ll income and e9pense items are translated at the moving average rate of e9change applicable for the year. !ll monetary and non1monetary assets and liabilities are translated at the closing rate as on 'alance Sheet date. "he e8uity share capital is stated at the e9change rate at the date of investment. "he e9change difference arising out of the year end translation is debited or credited to (oreign )urrency "ranslation Reserve !ccount and is being classified under Reserves and Surplus !ccount. IV OT%ER SI#NI ICANT ACCOUNTIN# POLICIESC "hese are set out in the note no. 1 under notes on the standalone financial statements of Ramco Systems $imited +ndia. #ENERAL IN ORMATION "he )onsolidated (inancial Statements cover Ramco Systems $imited +ndia 6the *arent company7 its Subsidiaries and !ffiliate as given belowC
S.N.. Name S+As)-)ar)es 6a7 Ramco Systems )orporation 6b7 Ramco Systems $imited 6c7 Ramco Systems Sdn. 'hd. 6d7 Ramco Systems *te. $imited 6e7 6f7 6g7 6h7 6i7 RS$ Enterprise Solutions 6*ty7 $imited Ramco Systems )anada +nc. 6wholly owned subsidiary of Ramco Systems )orporation 5S!7 Ramco Systems (E1$$) 0ubai RS$ Software )ompany $td. Ramco Systems !ustralia *ty $td. 6+ncorporated on =/th !ugust =/1=7 A//),)ate )itiworks 6*ty7 $imited 6earlier known as Redle9 @A 6*ty7 $imited7 C.+ntr1 5S! Swit.erland Malaysia Singapore South !frica )anada 0ubai Sudan !ustralia South !frica L Year 0.,-)n@ en-)n@ .n 98I 1//I 1//I 1//I 1//I 98I 1//I 1//I 1//I ?/I ?1stMarch ?1st March ?1st March ?1st March ?1st March ?1st March ?1st March ?1st March ?1st March =8th (ebruary

6a7

38

S0are Ca<)ta,
Year en-e'1.2'.221' 3Rs. M,n.) Year en-e- Dear ended Dear ended '1.2'.221' ?1./?.=/1= ?1./?.=/1= 3USD M,n.) 6Rs. Mln.765S0 Mln.7

S0are Ca<)ta, A+t0.r)se3/ /// /// 6previous year 3/ /// ///7 E8uity Shares of Rs.1/ each Iss+e14 /84 =9? 6previous year 13 843 9=17 E8uity Shares of Rs.1/ each S+As*r)Ae14 /84 =9? 6previous year 13 843 9=17 E8uity Shares of Rs.1/ each Pa)->+< 13 A?A 113 6previous year 13 314 A@?7 E8uity Shares of Rs.1/ each 6includes value of forfeited shares of Rs.?3? 89/ 6previous year Rs.?3? 89/7 for ?@9 1A8 shares7

722.22

3//.//

142.84

'.48

138.44

?.4@

142.84

'.48

138.44

?.4@

17:.:' 17:.:'

'.42 '.42

133.3= 133.3=

?.34 ?.34

"he company has only one class of e8uity shares having a par value of Rs.1/ per share. Each shareholder is eligible for one vote per share.
As at 31.03.2013 (Rs. Mln.) As at 31.03.2013 (USD Mln.) As at 31.03.2012 (Rs. Mln.) As at 31.03.2012 (USD Mln.)

2.1 Re*.n*),)at).n ./ t0e n+mAer ./ s0ares .+tstan-)n@ at t0e Ae@)nn)n@ an- at t0e en- ./ t0e re<.rt)n@ <er).-C
Shares outstanding at the beginning of the year 13 314 A@? 6previous year 13 3/1 ?8@7 Shares issued during the year under ES-SBES*S1 ==/ ?A= 6previous year 13 ?397 Shares outstanding at the end of the year 13 A?A 113 6previous year 13 314 A@?7

177.72 2.21 17:.:'

'.74 2.26 '.42

133.?A /.13 133.3=

?.34 1 ?.34

As at 31.03.2013 (Rs. Mln.)

As at 31.03.2013 (USD Mln.)

As at 31.03.2012 (Rs. Mln.)

As at 31.03.2012 (USD Mln.)

' Reser9es an- S+r<,+s

39

Securities *remium !ccount 6includes value of forfeited shares of Rs.111 91/ 6previous year Rs.111 91/7 for ?@9 1A8 shares7 (oreign )urrency "ranslation reserve Share -ptions -utstanding 'alance in Statement of *rofit and $oss

1,544.41 :7.62 6.:1 3515.28) 1,12:.66 1,565.7: 7.8' 11.21 1,544.41

67.61 34.7:) 2.28 318.:2) 22.22 67.12 2.11 2.22 67.61

1 9@9.3A 4?.3@ 1 631@.917 1 @98.=/ 1 9@8.91 /.44 1 1 9@9.3A

@3.1/ 6@.837 1 611.=17 =9./@ @3./9 /./1 1 @3.1/

'.1 Se*+r)t)es Prem)+m A**.+nt

-pening 'alance Shares issued during the year under ES-S11=/ ?A= 6previous year 13 ?397 A--C "ransferred from stock options outstanding V )losing 'alance

V Represents premium accounted 6without receipt in cash7 towards the difference between the market price of Rs. 1==./3 prevailing on the relevant date and the issue price of Rs. 1/ on 1 // /// share allotted on =8th May =/1= under ES*S as per SE'+ guidelines. '.1 St.*k O<t).ns O+tstan-)n@
&ross employee stock compensation for options granted in earlier years A--C &ross compensation optionsBshares granted during the year LessC "ransferred to Securities *remium on e9ercise of stock optionsBshares )losing balance > 17.52 311.21) 6.:1 > 2.28 32.22) 2.28 1 1 1 1
(425.64) (89.27) (514.91)

1 1 1 1
(9.32) (1.89) (11.21)

'.' !a,an*e )n Statement Pr./)t an- L.ss

Opening balance Current year Profit / (Loss) Closing balance (514.91) (404.37) (919.28) (11.21) (7.51) (18.72)

'.6 .re)@n C+rren*1 Trans,at).n Reser9e

-pening balance Movement during the year )losing balance 4'.76 11.84 :7.62 11.58 36.87) 31.:2) 34.7:) 2.22 @/.8/ ==.A@ 4?.3@ A.?9 6/.@37 6@.@/7 6@.837 /.13

6 L.n@ Term !.rr.B)n@s

%ire purchase loans secured V

V +ncludes loan from 'anks Rs. /./A Mln. 6previous year Rs. /.=A Mln. 5S0 /./1 Mln.7 and others Rs. 11.91 Mln. 5S0 /.== Mln. 6previous year Rs.A.1= Mln. 5S0 /.1@ Mln.7 6.1 "he hire purchase loans are secured by hypothecation of assets 6Fehicles7 procured under the hire purchase scheme.

40

6.2 "erms of repaymentC "hese loans are repayable in @8B4/ e8ual monthly instalments from the date of disbursement. "he interest and maturity pro ? le are as underC As at '1.2'.221'
Rate ./ Interest 5.22L 12.27L 12.72L 12.:7L 11.22L 11.27L 11.72L TOTAL 2214>1: 2214>1: 2217>14 2217>14 2216>17 2216>17 T.ta, Rs. USD Rs. USD Rs. USD Rs. > > > > 2.64 2.21 2.64 > > > > 2.17 > 2.17 > > 2.22 > 2.26 > 2.24 2.66 2.21 2.'5 2.21 2.'7 2.21 1.18 1.22 2.22 1.'7 2.22 1.22 2.22 '.7: 2.6' 2.21 1.41 2.2' 1.66 2.2' '.68 2.22 > 1.16 2.22 1.:2 2.2' 2.88 1.51 2.26 6.71 2.28 7.74 2.12 11.58 =/13114 =/13114 =/1@113 =/1@113 =/1?11@ =/1?11@ Rs. 5S0 Rs. 5S0 Rs. 5S0 1 1 /.11 1 /.@3 /./1 1 1 /.34 /./1 1.?= /./? 1 1 /.13 1 /.14 /./1 /./1 1 /.3@ /./1 /.4@ /./1 /.8/ /./= 1.@/ /./? 1.=3 /./= /.81 /./= =.A4 /./3 ?.8= /./8
As at 31.03.2013 (Rs. Mln.)

T.ta, USD 2.21 > > 2.2' 2.2: 2.24 2.27 2.22 "otal 5S0 /./1 /./@ /./1 /./= /./A /.13
As at 31.03.2012 (USD Mln.)

!s at ?1./?.=/1=
Rate of +nterest 8.3/I 9.//I 1/.=3I 1/.3/I 11.3/I "-"!$ "otal Rs. /.34 1.88 /.?1 1.19 ?.@3 A.?9

As at 31.03.2013 (USD Mln.)

As at 31.03.2012 (Rs. Mln.)

7 Ot0er L.n@ Term L)aA),)t)es

"rade payables -ther long term liabilities V > '8.62 '8.62 > 2.:1 2.:1 =.?4 ?8.?9 @/.A3 /./3 /.A4 /.81

V Represents rental advance6s7 4 L.n@ Term Pr.9)s).ns

*rovision for gratuity *rovision for leave encashment ''.2: 117.18 168.67 2.42 2.1' 2.:7 18.3= 91.31 11/./? /.?A 1.8/ =.1A

: S0.rt Term !.rr.B)n@s

$oans repayable on demand from 'anks secured $oans repayable on demand from 'anks unsecured $oans from 'anks unsecured $oans repayable on demand from related parties unsecured 87.22 122.22 2,7'2.22 1':.72 2,872.72 1.7: 1.87 64.8: 2.77 72.86 11/.// 1 1 A@3.// 1?/.// 1 983.// =.1A 1 ?@.@1 =.34 ?9.1@

:.1 S0.rt Term !.rr.B)n@s Terms ./ Re<a1ment an- Se*+r)t1 -eta),s

41

$oans repayable on demand from 'anks secured consists ofC 6a7 Rs.1/.// Mln. 5S0 /.19 Mln. 6previous year Rs.1/.// Mln. 5S0 /.=/ Mln.7 secured by a pari1passu first charge on current assets including stocks and book debts and fi9ed assets of the )ompany e9cept assets given as e9clusive charge and assets ac8uired on hire purchase or lease and supported by )orporate &uarantee from Ramco +ndustries $imited and 6b7 Rs.A3.// Mln. 5S0 1.?8 Mln. 6previous year Rs.1//.// Mln. 5S0 1.9A Mln.7 secured by a pari1passu first charge on the current assets including stocks and book debts and supported by )orporate &uarantee from Ramco +ndustries $imited. $oans repayable on demand from 'anks secured consists ofC 6a7 Rs. 1//.// Mln. 5S0 1.83 Mln. 6previous year ,il7 supported by )orporate &uarantee from Madras )ements $imited. $oans from 'anks unsecured consists of C 6a7 Rs. = =?/.// Mln. 5S0 @1.?1 Mln. 6previous year Rs. 1 @3/.// Mln. 5S0 =8.39 Mln.7 supported by )orporate &uarantee from Madras )ements $imited and 6b7 Rs.?//.// Mln. 5S0 3.34 Mln. 6previous year Rs.=93.// Mln. 5S0 3.8= Mln.7 supported by )orporate &uarantee from Ramco +ndustries $imited. $oans repayable on demand from related parties unsecured consists ofC a7 Rs.1?A.3/ Mln. 5S0 =.33 Mln. 6previous year Rs.1?/.// Mln. 5S0 =.34 Mln.7 from Madras )ements $imited.
As at 31.03.2013 (Rs. Mln.) As at 31.03.2013 (USD Mln.) As at 31.03.2012 (Rs. Mln.) As at 31.03.2012 (USD Mln.)

8 Tra-e Pa1aA,es
"rade payables '22.:5 7.7: =??.?/ @.39

5 Ot0er C+rrent L)aA),)t)es

5nearned revenue %ire purchase loans secured W +nterest accrued but not due Share application money due for refund Statutory dues payable E9penses payable 14:.62 7.:7 2.66 > '7.17 71.87 '.12 2.12 2.22 > 2.47 2.54 14=.9@ ?.@A /.@/ /./? ?1.@8 ?/.88 ?.=1 /./A /./1 1 /.4= /.41

42

-thers V

'6.54 257.7:

2.47 7.68

=1.=? =3/.@?

/.@= @.9@

Secured by hypothecation of assets 6vehicles7 procured under the hire purchase scheme. +ncludes loan from 'anks Rs. /.=/ Mln. 6previous year Rs./.=/ Mln.7 and others Rs. 3.33 Mln. 5S0 /.1/ Mln. 6previous year Rs.?.=A Mln. 5S0 /./A Mln.7 * +ncludes advance collected from customers and payable to vendors for capital payables
As at 31.03.2013 (Rs. Mln.) As at 31.03.2013 (USD Mln.) As at 31.03.2012 (Rs. Mln.) As at 31.03.2012 (USD Mln.)

12 S0.rt Term Pr.9)s).ns

Provision for gratuity Provision for superannuation, leave encashment Provision for taxation 2.52 0.14 2.66 0.05 0.05 22.45 12.13 1.40 35.98 0.44 0.24 0.03 0.71

11 );e- assets

In M),,).n

43

N.tesC 1 &ross block includes assets purchased under %ire *urchase Rs. =@.A= Mln. 5S0 /.@8 Mln. 6previous year Rs.13.9@ Mln. 5S0 /.?1 Mln.7 ,et block as on ?1st March =/1? Rs. =1.4? Mln. 5S0 /.@/ Mln. 6previous year Rs.1?.4@ Mln. 5S0 /.=A Mln.7. = &ross block includes assets purchased under (inance $ease Rs.=3.=9 Mln. 5S0 /.@9 Mln. 6previous year Rs. =3.=9 Mln. 5S0 /.3/ Mln.7 ,et block as on ?1st March =/1? Rs. A.?9 Mln. 5S0 /.1@ Mln. 6previous year Rs.11.?@ Mln. 5S0 /.== Mln.7. 44

!dditions to the gross block in respect of technology platform includes capitalisation of interest amounting to Rs. 3?.A8 Mln. 5S0 1.// Mln. 6previous year Rs ?A.9/ Mln. 5S0 /.A3 Mln. and product software includes Rs. 1A=.?= Mln. 5S0 ?.19 Mln. 6previous year Rs 1=A.=1 Mln. 5S0 =.31 Mln7.
As at 31.03.2013 (Rs. Mln.) As at 31.03.2013 (USD Mln.) As at 31.03.2012 (Rs. Mln.) As at 31.03.2012 (USD Mln.)

12 N.n>*+rrent In9estments
Tra-e, +n?+.te-, ,.n@ term +nvestments in E8uity instruments 1 ?// shares 6previous year ?//7 of face value of E!R 1 each in )itiworks 6*ty7 $imited South !frica

2.48

2.27

/.9/

/./=

1' L.n@ Term L.ans an- A-9an*es

Unse*+re-, *.ns)-ere- @..Security deposits !dvance "a9 and "a9 deducted at source '8.86 112.'' 165.1: 2.:2 2.26 2.:4 ?A./9 91.3@ 1=8.4? /.A? 1.81 =.3@

16 Ot0er N.n>*+rrent Assets

"rade receivables unsecured considered doubtful *rovision for doubtful trade receivables 184.'8 3184.'8) > 2.16 '.67 3'.67) > 2.21 141.1@ 6141.1@7 1 14.9? ?.18 6?.187 1 /.??

17 In9ent.r)es
Stock1in1trade V

V Represents hardware and software materials held for resale valued at cost or net realisable value whichever is lower and as certi fied by management 14 Tra-e Re*e)9aA,es
Unse*+re-, *.ns)-ere- @..3a) O9er s); m.nt0s /r.m t0e -ate t0e1 Bere -+e /.r <a1ment "rade receivables '15.84 3A) Ot0ers "rade receivables 665.68 :45.'6

7.52 8.'' 16.27

??A.9/ ?@3./8 48=.98

4.44 4.81 1?.@A

1: Cas0 an- !ank !a,an*es

Cash and cash equivalents Cash on hand Balance with Banks Other bank balances Term deposits held as margin money against bank guarantees Term deposits others Balance in Rights Issue / ESOS accounts 0.26 129.63 0.01 2.40 0.19 110.96 2.19

0.58 2.24 0.17 132.88 As at 31.03.2013 (Rs. Mln.)

0.01 0.04 2.46 As at 31.03.2013 (USD Mln.)

1.19 1.09 0.61 114.04 As at 31.03.2012 (Rs. Mln.)

0.03 0.02 0.01 2.25 As at 31.03.2012 (USD Mln.)

45

18 S0.rt Term L.ans an- A-9an*es

Unse*+re-, *.ns)-ere- @..$oans and advances others V 127.'5 7'6.58 2.:6 7':.:2 1.57 5.51 2.27 5.54 9A.@/ @3@.44 =.@A @3A.1? 1.9= 8.9A /./3 9./=

15 Ot0er C+rrent Assets

5nbilled Revenue Software work in progress

Year en-eYear en-e'1.2'.221' '1.2'.221' 3Rs. M,n.) 3USD M,n.)

Dear ended ?1./?.=/1= 6Rs. Mln.7 = 194.39 ??.19 = ==9.A8 1.A? /./4 39.@8 @4.@9 ?.91 111.4A 1./? 14.9? 613.9/7 1 /?8.=1 33.?@ @3.8? 8./3 1 1@A.@? =@.9= /.A4 =3.48 8=.=? =.A= =4./A ?9.44 6=9.1/7 A.?3 1.A1 18.@@ 1?A.A? 99.1A

Dear ended ?1./?.=/1= 65S0 Mln.7 @4.34 /.A/ @A.=4 /./@ 1 1.=4 /.99 /./8 =.?A /./= /.?? 6/.?17 ==./1 1.1A /.9A /.1A =@.?= /.3= /./= /.3@ 1.A@ /./4 /.33 /.8@ 6/.4=7 /.14 /./@ /.?9 =.9= =.1/

22 Re9en+e /r.m .<erat).ns

Software revenue 6$icense # Services7 Falue added resale software and hardware materials 2,'21.4' 51.25 2,'52.:2 2.41 2.67 25.76 64.51 '.45 81.22 14.5' 2.16 14.:5 1,257.15 72.88 44.64 5.24 1,621.:5 78.25 2.66 42.7' :7.85 2.:' 75.12 68.52 3'.47) 5.82 7.16 21.41 12'.86 2'.7' 62.8' 1.:2 66.7' 2.21 2.21 2.77 2.8: 2.2: 1.71 2.'' > 2.'' 26.12 2.57 1.26 2.1: 24.64 1.28 2.27 1.1' 1.61 2.27 1.12 2.51 32.2:) 2.18 2.12 2.62 2.'2 2.66

21 Ot0er In*.me
+nterest income *rofit on sale of assets Recovery of e9penses from customers Rent income -ther +ncome

22 C0an@es )n In9ent.r)es ./ St.*k>)n>tra-e

-pening stock )losing stock

2' Em<,.1ee !ene/)t E;<ense

Salaries wages bonus etc. *rovident fund contribution &ratuity and other retrials Staff welfare

26 )nan*e C.sts
+nterest on loans -ther finance costs

27 Ot0er E;<enses
!dvertisement # sales promotion 'ank charges 'ad and doubtful debts # advances )onsultancy charges (oreign e9change fluctuation net +nsurance $oss on sale of fi9ed assets -ffice maintenance -utsourcing costs *rovision for doubtful debts

46

*ower # fuel *rinting # stationery *ostage telephone # communication Rent Repairs 1 'uildings Repairs 1 *lant # Machinery Repairs 1 -thers Rates # ta9es Sales commission and other selling Software subscription and maintenance "ravel # conveyance 5nfructified patent e9penses -ther miscellaneous e9penses

18.'7 '.18 7'.'5 186.58 '.51 8.44 8.42 2'.68 68.25 24.77 222.56 5.25 17.11 551.66

2.'6 2.24 2.55 '.66 2.2: 2.14 2.14 2.66 2.52 2.65 6.11 2.1: 2.'2 18.67

1?.=/ =.38 ?A.93 14A.49 /./1 9.A? 4.83 =1.4? @=.34 9.8@ =19./4 =3.?9 =1./3 94?.3=

/.=8 /./3 /.8/ ?.33 1 /.=1 /.13 /.@4 /.9/ /.=1 @.4@ /.3@ /.@A =/.@@

As at 31.03.2013 (Rs. Mln.)

As at 31.03.2013 (USD Mln.)

As at 31.03.2012 (Rs. Mln.)

As at 31.03.2012 (USD Mln.)

24 C.nt)n@ent L)aA),)t)es an- C.mm)tments 24.1 C.nt)n@ent L)aA),)t)esC

6a7 'ank &uarantees ''.72 2.42 ?8.?8 /.A4 6b7 0isputed +ncome ta9 B 2ealth ta9 demands M pending before the first appellate authority 12.'6 2.2' 9.8@ /.=1 6c7+n respect of disputed Sales ta9 demand amounting to Rs. 1.91 mln. 5S0 /./@ Mln. 6previous year ,il7 appeal is pending with the first appellate authority. !gain this Rs. /.93 Mln. 5S0 /./= Mln. has been deposited and for the balance 'ank &uarantee has been furnished.

N.teC "he )ompany is engaged in development of software products which are marketed by the )ompany and its overseas subsidiaries. "he intellectual property rights are held by the company. "here are in1built warranties for performance and support. )laims which may arise out of these are not 8uantifiable and hence not provided for. 24.2 C.mm)tmentsC
6a7 Estimated amount of contracts remaining to be e9ecuted on capital account and not provided for 15.:7 2.': ==./1 /.@?

2: M)n.r)t1 Interest $ E?+)t1 )n Earn)n@s "he share of Minority +nterest in the subsidiaries of Ramco Systems )orporation 5S! and in Ramco Systems )anada +nc. )anada has been

47

shown separately in the 'alance Sheet. *roportionate e8uity in the earnings of the !ffiliate )itiworks 6*ty7 $imited South !frica for the year Mar =/1=1 (eb =/1? is clubbed with the value of investment. 28 Se@ment Re9en+e "he company currently operates only in one segment vi.. Software Solutions # Services and hence the segment reporting as re8uired by !S11A issued by "he +nstitute )hartered !ccountants of +ndia does not apply. 25 Re,ate- Part1 Transa*t).ns !s per !ccounting Standard 6!S1187 issued by the +nstitute of )hartered !ccountants of +ndia the )ompanyHs related parties are given belowC 3a) "e1 Mana@ement Pers.nne, an- Re,at)9es 1 Shri * R Ramasubrahmaneya Ra:ha = Shri * R Fenketrama Ra:a 3A) Enter<r)ses .9er B0)*0 t0e aA.9e <ers.ns e;er*)se s)@n)/)*ant )n/,+en*e an- B)t0 B0)*0 t0e C.m<an1 0as transa*t).ns -+r)n@ t0e 1ear M#r.+<N 1 Ra:apalayam Mills $imited = Madras )ements $imited ? Ramco +ndustries $imited @ "he Ramara:u Surgical )otton Mills $imited 3 Sri Fishnu Shankar Mills $imited 4 Sandhya Spinning Mill $imited 11 "hanga Filas Estate A "han:avur Spinning Mill $imited 8 Ra:apalayam Spinners $imited 9 Sri %arini "e9tiles $imited 1/ Swarma 'hoomi Estate

"he )ompanyHs transactions with the above Related *arties are given belowC +n Million

48

Part)*+,ars In*.me /r.m Sa,e ./ @..-s $ ser9)*es Madras )ements $imited Ramco +ndustries $imited Ra:apalayam Mills $imited "he Ramara:u Surgical )otton Mills $imited Sri Fishnu Shankar Mills $imited Sandhya Spinning Mill $imited "han:avur Spinning Mill $imited Ra:apalayam Spinners $imited Sri %arini "e9tiles $imited Swarna 'hoomi Estate "hanga Filas Estate L.ans a9a),eMadras )ements $imited Interest > E;<ense Madras )ements $imited Rent > E;<ense Madras )ements $imited

Transa*t).ns -+r)n@ 2212> 1' Rs. USD

O+tstan-)n@ as at '1.2'.221' Rs. USD

"ransactions during =/1111= Rs. 5S0

-utstanding as at ?1./?.=/1= Rs. 5S0

74:.12 8.87 1.28 2.81 2.47 2.77 2.'1 2.16 2.25 2.12 2.1'

12.77 2.14 2.22 2.22 2.21 2.21 2.21 > > > >

:2.44 2.25 2.26 2.22 2.21 > > > > > > 1':.72 > >

1.'1 > > > > > > > > > > 2.77 > >

198.A1 19.A4 1.=A /.8= /.44 /.33 /.?= /.1@ /./9 /.@/ /.4=

?.9= /.?9 /./= /./= /./1 /./1 /./1 1 1 /./1 /./1

1.?A 1 1 1 1 1 1 1 1 1 1 1?/.// 1 1

/./? 1 1 1 1 1 1 1 1 1 1 =.34 1 1

1422.22 '2.17 '2.46 :8.2' 2.41 1.67

1 /1=.3/ 19.9A 1A.?3 A8.=? /.?@ 1.3@

,otesC 6a7 0etails of corporate guarantees given by the &roup are given in ,ote ,o.A.1 above. 6b70etails of transactions with ;ey Management *ersonnel and RelativesC 6i7 Remuneration paid to Shri * R Fenketrama Ra:a is Rs.1.1A Mln. 5S0 /./? Mln. 6*revious year Rs.1.1A Mln. 5S0 /./? Mln.7. 6ii7Sitting fee paid to Shri * R Ramasubrahmaneya Ra:ha Rs././= Mln. 6*revious year Rs././@ Mln.7. "he above figures includes ta9es as applicable. '2 C+rrent Ta; Ram*. S1stems L)m)te-, In-)a ,o provision for "a9 for the )ompany 6including its 'ranches at 5nited ;ingdom and &ermany7 has been made in view of absence of ta9able profits during current and previous year. *rofits of the 0ubai 'ranch are ta9 free. ,o provision for ta9ation has been made by subsidiaries e9cept RS$ Software )ompany $td. Sudan in the absence of ta9able profits. +t includes credit for ta9 refund due in respect of Ramco Systems )anada

49

+nc. )anada. "he "a9 provision for the previous year represents the provision made by Ramco Systems )orporation 5S! and includes credit for ta9 refund due by Ramco Systems )anada +nc. )anada. De/erre- Ta; Ram*. S1stems L)m)te-, In-)a "he )ompany has net deferred ta9 assets as at ?1 st March =/1? and as on ?1st March =/1= which arise mainly on account of carry forward losses. %owever the )ompany has not taken credit for such net deferred ta9 assets. +n the case of subsidiaries deferred ta9 asset B liability to the e9tent provided in their accounts has been considered e9cept in case of RS$ Enterprise Solutions 6*ty7 $imited South !frica were in net deferred ta9 assets arise during the year due to accumulated losses for which no credit has been considered for. ?1 (igures for the previous year has been regroupedBrestated wherever necessary to make them comparable with the figures for current year. ?= (or translating local currency of subsidiaries into +ndian Rupees the e9change rate applied is as per serial number +++ of the accounting policies given in ,ote ,o. 1. "he figures in the 5S 0ollars given alongside the +ndian Rupees are provided by way of additional information and are obtained by converting the assets and liabilities at the e9change rates in effect at the balance sheet date e9cept share capital and share premium which are converted at the e9change rate prevailing on the date of transaction and the revenues costs and e9penses at the average e9change rate prevailing during the reporting period. "he resultant gains or losses are taken to the translation reserve. "he figures in Rupees and 5S0 have been rounded off to the million in both current and previous year.

8) IN ORMATION &IT% RE#ARD TO SU!SIDIARY COMPANIES

"he Ministry of )orporate !ffairs 6M)!7 had issued a &eneral )ircular

50

,o. =B=/11 dated 8th (ebruary =/11 granting e9emption to all companies from the provisions of Section =1= sub:ect to compliance with conditions mentioned in the said )ircular. *ursuant to that the following informationHs are providedC
6Rs. Mln.7
E;*0an@e Rate +se- 3Rs. <er +n)t ./ Pr./)t = /.re)@n Name ./ Pr./)t 3L.ss) t0e T.ta, T.ta, A/ter Pr.<.se- *+rren*1) !e/.re Pr.9)s).n S+As)-)ar1 Year Ca<)ta, Reser9es Assets L)aA),)t)es In9estments T+rn.9er Ta; /.r Ta; Ta; -)9)-en- !S P$L =/1=1 Ramco 1? 1/3.A@ 683.3A7 1A3.?4 1A3.?4 /.@? @//./9 6A8./37 1 6A8./37 13?.98 3?.A@ Systems )orporatio =/111 n 5S! 1= 1/3.A@ 61?.@=7 ==@.?1 ==@.?1 /.@? ?4?.1? 64/.4/7 /.43 641.=37 13/.A1 @A.1A =/1=1 Ramco 1? =9.?? ??./4 8@.@3 8@.@3 1 94.33 1@.=1 1 1@.=1 134.?8 3A.=1 Systems $td. =/111 Swit.erland 1= =9.?? 14./9 A3./@ A3./@ 1 1=1.81 1/./A 1 1/./A 133.88 3?.@9 =/1=1 Ramco 1? 18.== 63.447 =9.89 =9.89 1 ?9.A? 61A.887 1 61A.887 11A.A4 1A.39 Systems Sdn. 'hd =/111 Malaysia 1= 18.== 1/.A1 ?8.A/ ?8.A/ 1 ?A.1? /.@= 1 /.@= 114.81 13.43 =/1=1 Ramco 1? 18.4= 6A?.@37 31.43 31.43 1 1??.A8 633.997 1 633.997 1@?.=A @?./8 Systems *te. $td. =/111 Singapore 1= 18.4= 61A.147 ?1.@3 ?1.@3 1 8?.8= 6@.4@7 1 6@.4@7 1@/.=3 ?A.33 RS$ Enterprise =/1=1 Solutions 1? 1 6==.=17 1@/.A/ 1@/.A/ 1 =@/.1? 648.@@7 1 648.@@7 13.A1 4.=A 6*ty7 $td. South =/111 !frica 1= 1 @=.18 1A@.@4 1A@.@4 1 =?=.?4 ?.@9 /.== ?.=A 14.@@ 4.=4 Ramco Systems =/1=1 1? /.@? @.13 1A.AA 1A.AA 1 13.13 61.9@7 6/.3?7 61.@17 13=.9= 3?.@? )anada +nc. =/111 )anada 1= /.@? 3.1/ 8/.41 8/.41 1 =4/.A8 61?.437 63.187 68.@A7 13/.38 @A.@@ =/1=1 Ramco 1? /.4= 4.?@ 4@.33 4@.33 1 8/./@ =.@9 1 =.@9 11@.@1 1@.?@ Systems (E1$$) =/111 0ubai 1= /.4= ?.?8 =/./8 =/./8 1 =3.8/ ?.31 1 ?.31 11?.3@ 1=.39 =/1=1 RS$ 1? =./8 6/.437 3.1@ 3.1@ 1 1?.8= 1.4/ /.14 1.@@ 19.4= 11./@ Software )ompany =/111 $td. Sudan 1= ,! ,! ,! ,! ,! ,! ,! ,! ,! ,!,! ,! Ramco =/1=1 Systems 1? 1@.44 614.447 =.3A =.3A 1 /.?4 613.A97 1 613.A97 134.// 33.=@ !ustralia *ty $td. =/111 !ustralia 1= ,! ,! ,! ,! ,! ,! ,! ,! ,! ,!,! ,!

,oteC 6a7 RS$ Software )ompany $td. Sudan has been incorporated as 1//I subsidiary on ==nd (ebruary =/1= however there was no financial transactions during the financial year =/1111=. 6c7 Ramco Systems !ustralia *ty $td. !ustralia has been incorporated as 1//I subsidiary on =/th !ugust =/1=.

5) CONCLUSION

51

"odayHs business environment is characteri.ed by competition change and globali.ation. Every industry whether highly1populated or niche re8uires you to be agile and 8uickly respond to changing demands of customers changing business scenarios and changing government regulations. +f you are not 8uick enough to respond and cater to your clients fast enough your competitors will. "o win in such a marketplace you need comprehensive industry solutions specially designed for your industry. 2ith RamcoHs Solutions for your industry you can benefit from industry1 leading functionalities and best practices tailored to address the uni8ue challenges of your business. RamcoHs Solutions incorporates wisdom and deep domain e9pertise gained from decades of e9perience working with your industry counterparts thereby helping you streamline operations and make smarter decisions. 2ith end1to1end automation and anytime anywhere access to ?4/1degree view of your business RamcoHs Solutions drive innovation across the value chain improve efficiency and reduce costs and time1to1market. +n short you can fast1track your companyHs growth with RamcoHs Solutions for your industry like never before. Dou can choose from the following tailored solutions for your industryC A9)at).n, ! SI, Ener@1 an- Ut),)t)es, E?+)<ment Renta, an- Ser9)*es, Ram*. #.9ernment Res.+r*e P,ann)n@, In/rastr+*t+re, L.@)st)*s, Man+/a*t+r)n@, M)n)n@, Pr./ess).na, Ser9)*es, a*),)t1 Mana@ement $ Tra-)n@.

!I!LIO#RAP%Y

52

0tt<C==BBB.ram*..*.m 0tt<C==en.B)k)<e-)a..r@=B)k)=Ram*.OS1stems 0tt<C==BBB.m.ne1*.ntr.,.*.m 0tt<C==e*.n.m)*t)mes.)n-)at)mes.*.m

53