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Ramco System Ltd.

BSE: 532370 | NSE: RAMCOSYS |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE246B01019 | SECTOR: Computers - Software

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report


The Board has pleasure in presenting the Twenty First Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March 2018.


The standalone and consolidated audited financial results for the year ended 31st March 2018 and 31st March 2017 are as follows:

Standalone for the year ended 31st March

Consolidated for the year ended 31st March






( Rs. Mln.)

( Rs. Mln.)

Revenue from Operations





Other Income





Total Revenue






- Purchase of Stock-in-trade





- Changes in Inventories of Finished Goods, Stock-in-process and Stock-in-trade





- Employee Benefits Expense





- Other Expenses





Total Expenses





Profit Before Interest, Depreciation & Amortisation & Taxes





Depreciation and Amortisation Expense





Finance Costs





Profit Before Tax





Share of profit/(Loss) of an associate Tax Expenses




- Current Tax





- Deferred Tax (including MAT credit)





Net Profit After Tax





Other comprehensive income (OCI)





Total comprehensive income






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


The enterprise resource planning (ERP) industry has been rapidly evolving and has reached a high level of maturity. While large legacy vendors are busy acquiring products to complete their offering or offer Cloud capability, Ramco invested in organically growing to give a comprehensive ERP suite to address business needs with a Cloud, mobile and bot-ready application. All this and more have helped us win the trust of customers which led to Ramco ERP making its entry into the Gartner Magic Quadrant for Cloud Core Financials, Cloud HCM and Enterprise Asset Management. Ramco ERP was also positioned in IDC’s MarketScape report for SaaS ERP

But we realised, building a standard ERP will not suffice the growing demand for verticalized ERP solutions. Hence, over the last couple of years, we identified and invested in building an ERP to address the service side of Logistics business. Today, this division within the ERP business unit has grown towards contributing more than 50% of the ERP order book. Similar to Logistics, we have started identifying select niches in People-centric Services segment such as Staffing and Professionals services and Asset centric ERP organizations, which have started to see some green shoots of success. With a strong Finance module as the base, we plan to market these chosen segments to build yet another solid base for the ERP business.

Last year be it new customer acquisitions, product innovation, or recognition through awards, Ramco Logistics ticked all the right checkboxes at the right time. The product improved its stability & robustness with go-lives at organizations with multifaceted & intricate business requirements. With day-to-day learning and inputs from customers, prospects and partners, the product is now growing leaps & bounds.

Moving to the world of frictionless computing, the year witnessed focused technological advancements in the product, to help users embrace the Zero UI concept, through:

a) Text based interactions - From stock enquiry to work order request, chatbots entered the ERP landscape like a breath of fresh air. ERP users who hitherto had to make do with boring clunky screens, were welcomed to a whole new world on chat-based interactions with an intelligent Bot which could respond to users and help them transact with the ERP without requiring to toggle multiple screens

b) Voice based interactions - Based on NLP, Ramco is enabling users to talk to the ERP via Google Assistant & Amazon Alexa to get transactions done.

c) Offline ERP access - This FY, we also pioneered transaction processing leveraging voice based commands in situations where internet may not be available

d) Visual based interactions - Powered by our partner Microsoft’s HoloLens, the year witnessed some pilot use cases to enable easy execution of logistics processes through visual cues. This has been targeted to eliminate errors and improve efficiency of operations, handsfree

New Tax Regime: From implementation of Goods & Services Tax in India to launch of Value Added Tax in U.A.E; the tax compliance and enablement teams were busy round-the-clock to ensure clients’ business activities were not impacted.

Some of the marquee ERP customers acquired during the year include, U.S. based mining and silica producer; LBC express in Philippines, Indonesia’s leading Logistics provider, India’s largest suspension system Automotive company among others. Our strategic entry into some of the key US based accounts has been resonating well and will help us create inroads in the region, for our long term growth.

On the innovation front, Blockchain was the flavor of the season. Our works at the Innovation Lab included pilot applications for Blockchain where LSPs could come together to form a Blockchain consortium, which would in turn enable them to share idle capacity & eliminate dependency on middle men.

Alongside receiving customer endorsements, the year also witnessed recognitions from various industry associations. Some notable awards that we bagged during the year include -

a) ”Logistics ERP of the year” award by Global Logistics Show

b) ”BEST IT Solution Provider in Supply Chain & Logistics” in 2017 award by ISCM - Institute of Supply Chain Management

For the year ahead, the aspirations are high be it from a quantitative (Revenue, customer acquisition etc.) or a qualitative (Product enhancements, Innovations etc.) point of view. But with a strong foundation and fundamentals set in place, we are confident of reaching newer heights and achieve the unimaginable in years to come.

With constant focus on simplifying HR operations, Ramco HCM has been enabling large MNCs and Fortune 100 giants automate traditional HR transactions and drive business benefits across multiple HR functions. This approach has enabled organizations focus on people and not spend time navigating around systems or worrying about future changes. This year, we focused our energies and effort in leveraging HR technology to deliver superior ‘Employee Experience. Our extensive efforts in the cloud enterprise space and thrust on innovation and usability has enabled us to disrupt the HR segment and challenge established players who have grown by acquiring multiple niche products.

Year 2017 was the year of achievements and endorsements! Ramco HCM bagged some of the most coveted titles in the industry. The year marked our debut into the Gartner Magic Quadrant for Cloud HCM Suites and The Forrester WAVE for SaaS HRMS - being the ONLY APAC VENDOR to make it into the quadrant.

The entry into the Gartner Magic Quadrant and Forrester WAVE was indeed a validation of the product capability and success we have witnessed for our HCM suite. While we have built a strong presence in Asia, Australia and Middle East, this recognition has helped further build the momentum in U.S and Europe where we are relatively new entrants.

With focused efforts on addressing the changing market dynamics, year 2017 also witnessed Ramco pioneering the concept of Zero UI with Chatbots based ESS/MSS and facial recognition-based time and attendance (T&A) system and tag-based skill search feature. Ramco’s Chia (chatbot) has been aiding organizations increase productivity, by helping users complete day-to-day transactions in a jiffy while helping managers in understanding, planning and retaining their high performing talent.

Move to T&A, and it’s time to ‘Say Cheese with Ramco’s Face API’! Facial Recognition based Time & Attendance made heads turn during the year. Programmed to scan employees’ face the moment they enter and clock in their attendance was indeed an innovative feature to help organizations authenticate, trace, and interact with employees at various levels.

Not just global endorsements, the previous year was a year of awards as well. During the year, Ramco HCM bagged some of the coveted titles including Frost & Sullivan Excellence Award for Talent Management, Brandon Hall Group Excellence in Technology Awards for Workforce Management, and last but not the least, HR Vendors of the Year Award, for the third consecutive time.

On the business front, Ramco HCM added some marquee customer names including Europe’s Premium Global Brewery brand to manage its Malaysia operations; SUEZ, a world leader in the sustainable management of resources; Saudi based Mega Manpower Company, Al Jazeera Support Services - MEHAN; European Banking & Financial Services Giant, Ranhill Holdings Berhad Malaysia, among the others. With focus on mid-market segment, we continue to help not just the Fortune 500s but also those getting there with a complete, yet refreshingly simple HCM.

In a nutshell, after capturing a significant market opportunity in Asia, ANZ and Middle East, we are all set to expand into North America and Europe with a single unified HCM with Global Payroll offering. The coming year will see Ramco HCM expand its footprint across the West and help many other global enterprises embark on a HR transformation journey.

In the aviation industry, where adoption of the most efficient technology determines distinct competitive advantage, the versatility of Ramco’s future ready solution built on Next-Gen technology such as Machine learning and cognitive capabilities has been making all the difference.

Today, we are counted among the leaders in Aviation MRO IT, globally. This year witnessed some significant digitization for MROs, in terms of Voice recognition, virtual and augmented reality, natural language processing, gesture computing, and machine learning, thereby dramatically increasing aircraft productivity, safety and reliability.

With increasing focus on mobility and process automation, this year also witnessed the advancement of Ramco’s chatbots, making them capable of performing advanced transactions and integrating with the core M&E solution. With Conversation as a Platform gaining center stage, engagement and usability drove technology adoption. Ramco invested in building use cases around bots which can enable the users to transact with the application and obtain information over a quick conversation. From checking component availability to managing aircraft-on-ground situations, there are innumerable ways to leverage chatbots in aviation.

Yet another area of focus during the year was on Blockchain concept. Blockchain is believed to be the next big technological disruption that would impact multiple industries including Aviation & Logistics. The nature of these industries open up the possibility of a faulty part or a component to enter the operations inadvertently. With safety and regulatory compliance being highly monitored, the cost and implications of such a failure is immense. In such a situation, Blockchain can act as a digital ledger, where every single action about each of the part, be it manufacturing or maintenance or disposal gets recorded digitally & accurately.

Ramco’s latest foray into connecting MROs and Airlines through “Anywhere Cloud platform” picked up significant momentum this year. It is believed that the Aviation spare part industry is cluttered either with suppliers like OEMs, Licensed Part Manufacturers, PMAs, Part Traders, Part Locator Services etc., or, with the Airlines and MROs that use these parts. In the quest to bring in innovative and new technologies that can tackle this fundamental problem, Ramco Part Anywhere Solution connects OEMs, MROs, Part Distributors, Exchanges to provide visibility of the parts, repair capacity & resources to operators across the ecosystem and at the same time will give them the same visibility across the ecosystem on a real-time basis. Also - AOG desks, store clerks, planners or mechanics can just send an SMS/email/chat with the BOT or just call a Hotline -to get instant updates on stock on the go. All this is enabled with advanced Ramco APIs that can connect with other ERP systems as well. Large suppliers like Aviall, are the early adopters of Ramco Anywhere Cloud Platform.

On the business front, Ramco Aviation recently went live at L3 MAS, Canada’s Leading Aerospace & Defence In-Service Support Integrator, and Cobham Aviation, Australia - to improve their supply chain efficiency and ensure continuous airworthiness of Cobham’s fixed and rotary-wing aircraft around the world; some of the significant deals we bagged this year are Life Flight, Papillon Group - largest Aerial sightseeing company.

Our partnership with Third Party Solution providers such as GAINS System and AeroXchange has helped us serve our customers, better. We have also continued to enhance the Core Solution by releasing new features to the market such as Customer Portal, Parts Sales, Power-by-hour (PBH) Contracts, Manufacturing and OCR driven invoice processing.

We have gained the trust of 7 of the top 10 heli operators and also launched Aviation LITE solution repackaged for small operators, at the HAI Heli Expo in 2018, highlighting the scalability of our solution that can serve a fleet of 10 all the way upto 400 . The year ahead promises a lot more excitement as we gear to expand our portfolio and help our customers stay ahead on the Innovation arena.


Evolving on-the-go. Always a step ahead.

The world is waking up to the wonders of enterprise software. Findings by research firms reveal that enterprise application software spending is on the rise globally. Our winning combination of innovation and a customer-centric culture has produced another year of good results.

No more friction: text and voice-based Uls are here

If a mechanic in a remote hangar gets his hands dirty and can’t use a keyboard, how can they work? Our answer: voice command is here.

FY 18 witnessed clients adopting and going live on Ramco’s multi-purpose bots which help users interact with the ERP system to address many day to day transactions with ease. The Ramco Chia bot, reacts to short messages based on deep learning and natural language processing, and helps in automating simple tasks. As time passes, the system understands the context better, gets smarter and anticipates users’ needs, even prompting actions as needed.

These bots are primarily text-based. However, innovations on voice activation with Google Assistant and Alexa, have begun to brew in the lab. Users can apply for leave or restock depleted inventory using only their voice to log in. All this is part of a frictionless series we are rolling out, with more to come (think VoIP-based ERP transactions, which will allow you to complete tasks by programmatic phone calls).

All the investment and efforts invested in building bots have started yielding the desired results with good customer adoption and even leading research and advisory firms like, Gartner mentioning Ramco as one of the only two vendors to offer virtual assistance technology in workforce management.

Facial recognition

Managing Timesheet booking is a tedious one, especially in companies where revenue gets billed based on time and effort invested in projects by employees - which brings us to the latest addition to our frictionless computing series.

Ramco launched facial recognition-based Time & Attendance (T&A). No queues, no clicks, no IDs: the cameras recognize an employee’s face, grant access and mark attendance instantly. This one-time registration even unlocks access at multiple locations in large offices, saving precious time and solving the problems associated with tailgating.

Ramco’s facial recognition based T&A delivers advanced detection algorithms and maps multiple points on the image of a person’s face against an existing image database. It has already revolutionized time and attendance at our Chennai, Gurgaon, Singapore, and Malaysia offices and is production ready to be implemented at client locations too. We have rolled this out as part of our HCM offerings and are exploring more use cases such as object recognition and pilot job card scanning, which will benefit compliance-heavy sectors like manufacturing and aviation.

Organizational health check

How can one find and unblock the critical bottlenecks in an organisation that are impairing good business performance? Ramco developed Enterprise Cardiogram, a set of augmented analytics that can detect inefficiency and blockage in every process, analyse the data at hand to reveal the cause, and deliver insights in the form of reports and forecasts to unclog the value chain.

How does it work? The software creates time-based benchmarks for tasks and measures performance against each node, raising the alarm in real time should there be a delay. Prevention is better than cure, and the Enterprise Cardiogram is a pre-emptive strike that is essential to study the health of any company.

APIs, blockchain and more

The world is moving toward an API-first economy, where businesses can collaborate with clients, vendors and any number of stakeholders in an environment of open and transparent communication. Whether the data is internal or external, it must be seamlessly accessible to the client to help make smarter business decisions without ever leaving the transaction screen. This is what we are trying to move towards too by building APIs with our standard offering.

In line with our dedication to accessibility and transparency, we are working with international providers to build breakthrough hybrid blockchain solutions. This combines features of public and private networks to speed up and secure transactions, ensuring authenticity and improving productivity by offering full visibility at any time on the chain of changes to a product throughout its lifetime.

In Singapore, our MRO Innovation Lab has teamed up with open-source blockchain developer XinFin FinTech Pte Ltd, which has a distributed ledger protocol on which we are building open and scalable architecture for our enterprise software. Through our partnership, we are working on many new blockchain use cases to solve problems in diverse companies and industries.

The innovation process at Ramco is triggered by both front-end (challenge identification and idea generation) and back-end (prototyping and implementation). We continually review, measure and improve our process to strike a right balance between achieving short-term wins (incremental innovations) and longer-term more disruptive innovations.

We expect our commitment to simplicity and user-friendliness to drive our growth in the year ahead - be it in fresh spins on existing technologies (bots and mobility) or new developments such as voice and facial recognition-based apps that help us shape a ‘frictionless’ world.


Fostering cutting-edge ideation and out-of-the-box thinking

At Ramco, the most significant innovation we successfully drove to fruition was the transformation of Ramco’s core culture - from the traditional hierarchical approach to a culture where innovation and creativity were at the center.

Our cultural innovation, #LifeAtRamco encompassed a relaxed atmosphere to our employees stimulating and encouraging creativity. Informal workstations, bright colours, and trendy meeting rooms indeed pepped up the work atmosphere at Ramco. Our hiring and training processes underwent significant transformation, with innovation and creativity being a key focus. User-friendly platforms encouraged open exchange of ideas, with innovative ideas being taken up at an organization level and pursued with focus.

The employee-friendly plans and options introduced also helped in reducing work stress significantly and encouraged a health-conscious living. Our focus on employee well-being paid off well during the year, with Yoga, Zumba, and Cross-Fit sessions running full-house. Every room within Ramco, right from the cafeteria to the workstations are bubbling zones of potential innovation, as teams work with a competitive spirit to be the next innovator, worthy of recognition.

With the quest to create a multi-cultural, multi-linguistic environment, the year witnessed associates from various nationalities, working towards a common goal. Our focus on building a culture of innovation transformed us in many ways and also benefited our customers, investors, employees, society and other stakeholders. The Ramco mantra of Thank God It’s Monday says it all!

Our innovation powerhouse led to the development of numerous initiatives/inventions, during the year.

Ramco Nuthouse opens to all the geeks out there

As a foray into new avenues of learning, this year witnessed the launch of Ramco’s meet-up session - Ramco Nuthouse, on ‘All things TECHY!’ What started as an internal forum, soon developed into a city-wide Meetup attracting participation from tech enthusiasts across the city. From Deep learning, Bots, GIT/SVN/Mercurial, Automation, NLP, Hololens, NoSQL, to BIG DATA, multiple new technologies get discussed and deliberated here.

Creative Crackathon

At Ramco, we always like to do something new, every time. This zeal, led to the launch of our first-ever ‘Creative Crackathon. Hosted for a day, the crackathon was a platform for individuals to crack a business brief and creatively deliver output, to win exciting cash prizes

The event witnessed a great turn up with some of the fresh talent across the city delivering out-of-the-box ideas.

Alumni Homecoming

While employee satisfaction has always been our priority, this year witnessed the homecoming of our alumni - the launch of our Alumni Program. We strongly believe that our ex-employees have a major role to play in the growth of our company. They’ve been the torch-bearers in the past and understand the brand, business and what it takes to get this going. Enabling a platform for connecting the alumni network with the latest happenings at Ramco has turned to be a great success.

Learning something new every day!

With the organization strategy maturing at every stage, it was critical for us to upskill our workforce to remain successful. During the year, we successfully launched and conducted various workshops and training sessions that further kindled interest amongst the new recruits and employees -

- Our Project Management Professional program went global this year. This was extended to our global employees bridging time zone differences

- At Ramco we strongly believe in eating our own dog food and that’s the primary reason Ramco’s Learning Management System (LMS), as a single source for all employees learning needs, was extended as a part of the Pre-Joining Kit to campus recruits, to complete their courses

- All new functional hires were put through the L1 and L2 Internal Certifications before hitting the project space. By this process we were able to absorb skilled resources into the project

- New training on Powershell was organized for employees to learn and automate the Window’s process

- Sharpening the Saw - this year also witnessed the introduction of an exclusive session for project managers, that helped them better understand the process involved in project management

- Learning Tidbits - With day long training session becoming passe, this year we launched capsule sessions for the employees on various topics, to save time and ensure productivity is maintained

- Monthly Quiz for all the SBUs, ensuring all employees participate and learn new concepts

- We also launched DecisionWorks Session Week for different types of audience covering right from Sales, Presales, Project Managers to developers

All this and much more form the crux of the thriving #LifeAtRamco.


Your Directors have not recommended any dividend for the financial year 2017-18.


As on 31st March 2018, the Company has thirteen subsidiaries (including a step-down subsidiary) and an Associate. The Company’s subsidiary in China, Ramco Systems (Shanghai) Co. Ltd., was incorporated on 3rd November 2016 and the capital was contributed on 25th August 2017 and 8th February 2018.

The Company’s subsidiaries in Vietnam, Ramco System Vietnam Company Limited and in Indonesia, PT Ramco Systems Indonesia were incorporated on 3rd July 2017 and 11th October 2017 respectively. The capital contribution for the said subsidiaries were made on 28th September 2017 and 23rd March 2018 respectively.

There has been no material change in the nature of the business of subsidiaries during the year.

In accordance with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company’s Subsidiaries’ and Associate (in Form AOC-1) is attached to the financial statements.

The Company does not have any material subsidiary. As required under Regulation 46(2)(h) of SEBI (LODR) Regulations, 2015, the Company’s Material Subsidiary Policy is disclosed in the Company’s website and its weblink is: Subsidiary-policy.pdf


As per the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of SEBI (LODR) Regulations, 2015, Companies are required to prepare consolidated financial statements, in the same form and manner as that of its own and in accordance with the applicable accounting standards which shall also be laid before the Annual General Meeting (AGM) of the Company. Accordingly, the consolidated f i nancial statements incorporating the accounts of Subsidiary Companies and Associate Company along with the Auditors’ Report thereon forms part of this Annual Report.

As per Section 136(1) of the Companies Act, 2013 the financial statements including consolidated financial statements are available at the Company’s website at the following link at Separate audited / reviewed accounts in respect of the subsidiary companies are also made available at the Company’s website. The Company shall provide a copy of the same to any shareholder of the Company who asks for it.


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

A total of 133,844 equity shares were allotted to the option grantees of the Company and its Subsidiaries during the year, pursuant to exercise of the vested options under ESOS 2008, 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 Committee of the Board during the year:

Date of allotment

No. of Shares Allotted

26th April 2017


29th May 2017


22nd June 2017


21st July 2017


21st August 2017


11th September 2017


13th October 2017


2nd November 2017


15th December 2017


16th January 2018


8th March 2018





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


As informed in the Board’s Report for the year ended 31st March 2017, Shri P R Venketrama Raja, relinquished the post of Managing Director with effect from the closing hours of 3rd June 2017 and has been appointed as Chairman from 4th June 2017 consequent to the passing away of the then Chairman Shri P R Ramasubrahmaneya Rajha on 11th May 2017.

Shri P V Abinav Ramasubramaniam Raja was appointed as a whole time key managerial personnel in the position of Manager with the designation of Whole Time Director for a period of five (5) years from 4th June 2017.

Shri P R Karthic was appointed as a whole time key managerial personnel in the position of Company Secretary with effect from 3rd July 2017.

The Independent Directors hold office for a fixed term of five (5) years and are not liable to retire by rotation.

The Board noted with deep regret the sudden demise of Shri V Jagadisan, an Independent Director on 16th March 2018. The Board placed on record the contributions made by Shri V Jagadisan and the guidance given by him to the Company during his tenure as a Director.

Shri Sankar Krishnan (DIN:01597033) has been co-opted as an Additional Director under Independent Director category to hold the off ce for f ve (5) consecutive years with effect from 11th May 2018, without being subject to retirement by rotation. Approval of the members for his appointment is being sought at the ensuing Annual General Meeting (AGM).

The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

Shri M M Venkatachalam (DIN:00152619) and Shri R S Agarwal (DIN:00012594) were appointed as Independent Directors for a period of five (5) years from 1st April 2014 to 31st March 2019.

They are eligible for reappointment for another period of five (5) consecutive years as Independent Directors from 1st April 2019 to 31st March 2024. The Nomination and Remuneration Committee in its meeting held on 22nd May 2018 and Board of Directors at the meeting held on 23rd May 2018 have evaluated the performance of the Independent Directors and based on the contribution of the Directors, have recommended the reappointment of Shri M M Venkatachalam and Shri R S Agarwal. In accordance with Section 149(10) of the Companies Act, 2013, approval of the Members through special resolutions has been sought for their reappointment at the ensuing AGM.

Shri A V Dharmakrishnan (DIN:00693181), Non-Executive and Non Independent Director retires by rotation at the ensuing AGM of the Company and being eligible offers himself for reappointment. The Board of Directors recommends the above reappointment for approval of the Members. The brief resume and other details relating to the Director, as stipulated under Regulation 36(3)(a) of the SEBI (LODR) Regulations, 2015 are furnished in the Notice of AGM forming part of this Annual Report.

The Audit Committee had four members, out of which three were Independent Directors. The Committee has been reconstituted consequent to the demise of Shri V Jagadisan, who was a member, and continues to have four members as detailed in the Corporate Governance Report. Pursuant to Section 177(8) of the Companies Act, 2013, it is reported that there has not been an occasion, where the Board had not accepted any recommendation of the Audit Committee.

In accordance with Section 178(3) of the Companies Act, 2013 and based upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors had in its meeting held on 6th November 2014 approved a policy relating to appointment and remuneration of Directors, Key Managerial Personnel and Other Employees. As per Proviso to Section 178(4), the salient features of the Nomination and Remuneration Policy should be disclosed in the Board’s Report. Accordingly the following disclosures are given:

Salient features of the Nomination and Remuneration Policy:

The objective of the Policy is to ensure that:

a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) remuneration to Directors, Key Managerial Personnel and senior management shall be appropriate to the working of the Company and its goals.

The composition of the Nomination and Remuneration Committee is in compliance with the Companies Act, 2013 and LODR. The Nomination and Remuneration policy is available at the Company’s website at the following link at

As required under Regulation 25(7) of SEBI (LODR) Regulations, 2015, the Company has programmes for familiarisation for the Independent Directors. As required under Regulation 46(2) of SEBI (LODR) Regulations, 2015, the details of the Familiarisation Programme for Independent Directors are available at the Company’s website, at the following link at


Pursuant to Section 134(3)(p) of the Companies Act, 2013 the Board of Directors have at their meeting held on 7th February 2018 made a formal annual evaluation of its own performance and that of its Committees and individual Directors including Independent Directors.

Pursuant to Regulation 25(4) of the SEBI (LODR) Regulations, 2015, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters.

The above mentioned evaluations were made taking into account the criteria laid down in this regard by the Nomination and Remuneration Committee like attendance, expertise and contribution made.


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


As required under Clause 9 of Secretarial Standard 1, the Board of Directors confirm that the Company has complied with applicable Secretarial Standards.


Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014, it is reported that, no significant and material orders have been passed by the Regulators or Courts or Tribunals, impacting the going concern status and Company’s operations in future.


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


The particulars of the loan / guarantees / investments under Section 186(4) of the Companies Act, 2013 are provided under Note Nos.7,8,12 and 35 forming part of standalone financial statements.



M/s.M.S.Jagannathan & N.Krishnaswami (FRN:001208S) have been appointed as the Statutory Auditors of the Company at the 20th AGM till the conclusion of the 25th aGm of the Company to be held in the year 2022.

The reports on both Standalone and Consolidated financial statements issued by M/s.M.S.Jagannathan & N.Krishnaswami, Chartered Accountants, viz. the Statutory Auditors for the year ended 31st March 2018, do not contain any qualification, reservation or adverse remark.

The Companies Amendment Act, 2017, had removed the necessity for ratification of the appointment of Statutory Auditors, by Members at every AGM during their tenure of appointment. Accordingly, the practice of seeking yearly ratification for the appointment of Statutory Auditors at the Annual General Meeting is dispensed with.


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


M/s. S.Krishnamurthy & Co., Company Secretaries, have been appointed to conduct the Secretarial Audit of the Company. Pursuant to Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report submitted by the Secretarial Auditors for the year ended 31st March 2018 is attached herewith as Annexure A. The report does not contain any qualification, reservation or adverse remark.

Note: None of the Auditors of the Company have reported any fraud specif ed under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modif i cation(s) or re-enactment(s) thereof for the time being in force).


In accordance with Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9 is attached herewith as Annexure B.


In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee and adopted a CSR Policy, in accordance with Schedule VII of the Companies Act, 2013. The CSR obligations pursuant to Section 135(5) of the Companies Act, 2013, for the year 2017-18 was Rs.4.14 Mln., out of which Rs.2.78 Mln. was spent during the year and the balance has been spent as on the date of this report. Annual Report on CSR activities as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure C.


In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy is available at the Company’s website at


The Company has in place a Policy on Prevention and Redressal of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Policy is available in the intranet for access by employees. During the financial year, no complaints were received by the Internal Complaints Committee.


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 Management Policy. The Policy envisages identification of risk and procedures for assessment and minimisation of risk thereof.


Prior approval / omnibus approval have been obtained from Audit Committee for all Related Party Transactions and these transactions are periodically placed before the Audit Committee. All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business and not attracting Section 188(1) of the Companies Act, 2013. No transaction with the related party is material in nature, in accordance with Company’s “Related Party Transaction Policy” and Regulation 23 of SeBi (LODR) Regulations, 2015. In accordance with Ind AS 24, the details of the transactions with the related parties are set out in the Disclosures forming part of Financial Statements.

As required under Regulation 46(2)(g) of SEBI (LODR) Regulations, 2015, the Company’s Related Party Transaction Policy is disclosed in the Company’s website and its weblink is: party- transaction-policy.pdf


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, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed to, and forms part of, this report as Annexure D.


The growth of the Company has, in large measure, been possible owing to the wholehearted support, commitment and teamwork of its personnel. Accordingly, the Company had instituted various Employee Stock Option Plans / Schemes (ESOP / ESOS) for the benefit of employees. The following schemes have been established by the Company:

(A) Employee Stock Option Plan, 2000 (ESOP 2000)

(B) Employee Stock Option Scheme, 2003 (ESOS 2003)

(C) Employee Stock Option Scheme, 2004 (ESOS 2004)

(D) Employee Stock Option Scheme, 2008 (ESOS 2008)

(E) Employee Stock Option Scheme, 2009 - Plan A (ESOS 2009 - Plan A)

(F) Employee Stock Option Scheme, 2009 - Plan B (ESOS 2009 - Plan B)

(G) Employee Stock Option Scheme, 2013 (ESOS 2013)

(H) Employee Stock Option Scheme, 2014 (ESOS 2014)

The Company has implemented Employee Share Purchase Plan, 1999 (ESPP 1999) and Employee Stock Purchase Scheme, 2004 (ESPS 2004).

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

a. Relevant disclosures in terms of the ‘Guidance note on accounting for employee share-based payments’ issued by ICAI and

b. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations disclosed in accordance with ‘Ind AS 33 - Earnings Per Share’ issued by ICAI.

The above information forms part of the Annual Report. The weblink to access the Annual Report is: investor-relations/ramco_annual_report_2017-18.pdf

Further, a certifi cate from Statutory Auditors, with respect to implementation of the above Employee Stock Option Schemes in accordance with SEBI Guidelines and the resolution passed by the Members of the Company, would be placed before the Members at the ensuing AGM, and a copy of the same shall be available for inspection at the Corporate Office of the Company during normal business hours on any working day.


The Company has complied with the requirements regarding Corporate Governance as stipulated 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 and Secretarial Auditor’s Certificate confirming Compliance with the conditions on Corporate Governance as stipulated under Schedule V (E) of SEBI (LODR) Regulations, 2015, is annexed to and forms part of, this report as Annexure F, G & H.


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


As required by Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, the top 500 listed companies based on the market capitalisation at 31st March of every f i nancial year, shall provide a describing the initiatives taken by the Company from an environmental, social and governance perspective. Since the Company had provided a BRR for the year ended 31st March 2017, the Company had provided the BRR for this financial year too. Same is enclosed as Annexure J, in the format prescribed by SEBI vide its Circular No: CIR/CFD/CMD/10/2015 dated 4th November 2015. The Corporate Social Responsibility Committee of the Board of Directors is entrusted with the authority to review the Business Responsibility performance and the various policies annually or as and when the need arises.


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

Having regard to the fi rst proviso to Section 136(1) of the Companies Act, 2013, the physical copy of the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is also available on the Company’s website.


There are no material changes and commitments affecting the financial position of the Company which have occurred between the 31st March 2018 and the date of this report, except as otherwise disclosed in this Report.


Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts for the year ended 31st March 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the profit of the Company for the year ended on that date;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they had prepared the annual accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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


Your Directors take this opportunity to convey their appreciation for the support and co-operation received during the year under review, from all the Government Authorities, Shareholders, Clients, Vendors, Partners, Bankers and other Business Associates. Your Directors wish to place on record their deep sense of appreciation for the dedicated and sincere services rendered by the Employees at all levels.

For and on Behalf of the Board


Date : 23rd May 2018 CHAIRMAN

Director’s Report