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Ramco Systems Ltd Capital/Financing Update 2024
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Capital/Financing Update
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February 07, 2024
National Stock Exchange of India Ltd.,
Exchange Plaza, 5th Floor Plot No:C/1, G Block Bandra Kurla Complex, Bandra (E) Mumbai – 400 051 Scrip: RAMCOSYS
BSE Ltd.,
Corporate Relationship Department Phiroze Jeejheebhoy Towers Dalal Street, Mumbai – 400 001 Scrip: 532370
Dear Sir,
Sub: Submission of the Monitoring Agency Report issued by Monitoring Agency, ICRA Ltd.,
Ref: Regulation 32(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Pursuant to Regulation 32(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith Monitoring Agency Report issued by ICRA Ltd., Monitoring Agency, for the quarter ended December 31, 2023 in respect of utilization of proceeds of Preferential Issue 2022.
Kindly take on record the same.
Thanking you,
For RAMCO SYSTEMS LIMITED VIJAYARAGHAVAN NE COMPANY SECRETARY VIJAYA RAGHAVAN Digitally signed by VIJAYA RAGHAVAN Date: 2024.02.07 16:38:39 +05'30'
Encl: Monitoring Agency Report
Ramco Systems Limited
Corporate Office: 64, Sardar Patel Road, Taramani, Chennai 600 113, Tamilnadu, India. Tel: +91 44 2235 4510 / 6653 4000, Fax: +91 44 2235 5704│CIN : L72300TN1997PLC037550
Registered Office: 47, P.S.K. Nagar, Rajapalayam 626 108, Tamilnadu, India. Global Offices: India│Singapore│ Malaysia│Indonesia│HongKong│China│Vietnam│Macau│Japan│Philippines│Australia│ New Zealand│UAE│Saudi Arabia│USA│Canada│United Kingdom│Germany│Switzerland│Spain│Sudan│South Africa www.ramco.com
MONITORING AGENCY REPORT
Name of the Issuer: Ramco Systems Limited For quarter ended: December 31, 2023
Name of the Monitoring Agency: ICRA Limited
(a) Deviation from the objects of the issue:
No deviation - the utilization of the issuance proceeds is in line with the objects of the issue.
(b) Range of deviation: Not Applicable
Declaration:
We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013. The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that we do not perceive any conflict of interest in such relationship/ interest while monitoring and reporting the utilization of the issue proceeds by the issuer. We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by
Analyst: Dhwani Vinchhi QA: Parul Narang
1. Issuer Details
Name of the Issuer: Ramco Systems Limited
Name(s) of the promoters:
Promoters
P R Venketrama Raja
Source: BSE
Industry/ sector to which it belongs: Information Technology
2. Issue Details
Issue Period: Opening date- January 24, 2023 Closing date- January 30, 2023 Type of Issue: Preferential Issue Type of specified securities: Equity and Warrants fully convertible into Equity shares. IPO Grading, if any: Not Applicable since Issue Size (Rs. Crore): 160.00 Crore (14,59,854 warrants + 43,79,561 equity shares @274 each) Net proceeds credited: INR 130.00 Crore
*The proceeds credited to the Net Proceeds account stood at INR 130.00 Crore as on 31st December 2023 as only 25% of the proceeds have been received against the warrants. ICRA will be monitoring INR 130.00 Crore for Q3FY2024.
3. Details of the arrangement made to ensure the monitoring of issue proceeds
| Particulars | Reply | Source of information, certifications considered by the Monitoring Agency for the preparation of report |
Comments of the Monitoring Agency |
Comments of Board of Directors |
|---|---|---|---|---|
| Whether all utilization is as per the disclosures in the Offer Document? |
Yes | -Certification from Statutory Auditors -Confirmation from management -Bank statement of the proceeds account |
No deviation observed. | No Comments |
| Whether shareholder approval has been obtained in case of material deviations# from expenditures disclosed in the Offer Document? |
Not Applicable |
As confirmed by the | No comments | No Comments |
| Whether the means of finance for the disclosed objects of the issue has changed? |
No | As confirmed by the | No deviation observed. | No Comments |
| Is there any major deviation observed over the earlier monitoring agency reports? |
Not Applicable |
No deviation observed. | No comments | No Comments |
| Whether all Government/ statutory approvals related to the object(s) have been obtained? |
Not Applicable |
As confirmed by the | No comments | No Comments |
| Whether all arrangements pertaining to technical assistance/ collaboration are in operation? |
Not Applicable |
As confirmed by the | No comments | No Comments |
| Are there any favorable events improving the viability of these object(s)? |
No | As confirmed by the | As management |
No Comments |
| Are there any unfavorable events affecting the viability of the object(s)? |
No | As confirmed by the | management | No Comments |
| Is there any other relevant information that may materially affect the decision making of the investors? |
No | As confirmed by the | management | No Comments |
Where material deviation is defined to mean:
- (a) Deviation in the objects or purposes for which the funds had been raised.
- (b) Deviation in the amount of funds utilized by more than 10% of the amount specified in the offer document.
-
- Details of the object(s) to be monitored. (i) Cost of object(s)
| Source of information, |
Comments of the Monitoring Agency |
Directors | ||||||
|---|---|---|---|---|---|---|---|---|
| S.N. | Item Head | certifications considered by the Monitoring Agency for the preparation of report |
Original cost (as per the offer document) [Rs. Crore] |
Revised cost [Rs. Crore] |
Reason for cost revision |
Proposed financing option |
Particulars of firm arrangeme nts made |
|
| 1 | Repayment, of all or a portion of certain outstanding borrowings including interest thereon availed by our company |
Notice of postal Ballot |
95.00 (range 92 to 100) |
- | No Comments | No Comments |
No Comments |
No Comments |
| 2 | Sales and Marketing Expenses |
Notice of postal Ballot |
10.00 | - | No Comments | No Comments |
No Comments |
No Comments |
| 3 | Capital Expenditure towards Tangible and Intangible assets |
Notice of postal Ballot |
20.00 | - | No Comments | No Comments |
No Comments |
No Comments |
| 4 | General Corporate purpose |
Notice of postal Ballot |
35.00 (range 32 to 38) |
- | No Comments | No Comments |
No Comments |
No Comments |
| Total | 160.00 |
| Comments of the Issuer's Board of Directors |
Proposed course of action |
Comments $\mathcal{S}$ |
Comments $\mathcal{S}^{\prime}$ |
Comments $\mathcal{S}_{\mathcal{N}}$ |
Comments $\mathcal{S}^{\mathcal{O}}$ |
||
|---|---|---|---|---|---|---|---|
| Reasons for idle funds |
Comments $\tilde{\mathcal{S}}$ |
Comments $\overline{\mathsf{S}}$ |
Comments $\sim$ |
Comments $\infty$ |
|||
| Monitoring Agency Comments of the |
No comments | No comments | No comments | No comment | have been fully utilized The entire proceeds of as on 31st December raised in Jan 2023, INR 130.00 Crore 2023. |
||
| Total | unutilized [Rs. Crore] amount |
$\blacksquare$ | 30.00 $\mathbf{I}$ |
30.00* | |||
| At the end quarter of the |
97.50 | $10.00\,$ | 20.00 | 2.50 | 130.00 | ||
| Amount utilized. [Rs. Crore] |
During the quarter |
ı | 2.95 | ı | 2.95 | ||
| beginning of the quarter As at the |
97.50 | 7.05 | 20.00 | 2.50 | 127.05 | ||
| Amount as proposed in |
document [Rs. Crore] the offer |
(range 92- 95.00 100) |
10.00 | 20.00 | (range 32- 35.00 38) |
160.00 | |
| certifications considered Source of information, preparation of report by the Monitoring Agency for the |
the proceed account -Bank Statement of statutory Auditors -Notice of postal -Certificate from Ballot |
Same as above Same as above |
Same as above | ||||
| Item Head* | Repayment, of all or a borrowings including portion of certain interest thereon availed by our outstanding company |
Sales and Marketing Expenses |
towards Tangible and Capital Expenditure Intangible assets |
General Corporate purpose |
Total | ||
| S.N. | 1 | Z | m | 4 |
(iii) Deployment of unutilized proceeds
| S.N. | Type of instrument and name of the entity invested in |
Amount invested [Rs. Crore] |
Maturity date | Earning [Rs. Crore] |
Return on Investment [%] |
Market Value as at the end of quarter* [Rs. Crore] |
|---|---|---|---|---|---|---|
| 1 | Fixed Deposit with Axis Bank | 15.000 Less: Redemption (15.000) |
April 03, 2023 | 0.077 Less: redemption (0.077) |
5.50% | - |
| 2 | Fixed Deposit with Axis Bank | 5.000 Less: Redemption (5.000) |
June 28, 2024 | 0.092 Less: redemption (0.092) |
5.62%* | - |
| 3 | Fixed Deposit with IDBI Bank | 15.000 Less: Redemption (15.000) |
April 03, 2023 | 0.081 Less: redemption (0.081) |
5.81%* | - |
| 4 | Fixed Deposit with IDBI Bank | 6.000 Less: Redemption (6.000) |
April 28, 2023 | 0.063 Less: redemption (0.063) |
6.46%* | - |
| 5 | Fixed Deposit with IDBI Bank | 5.500 Less: Redemption (5.500) |
June 28,2023 | 0.122 Less: redemption (0.122) |
6.75%* | - |
| 6 | Mutual Fund- Axis Liquid Fund | 3.000 Less: Redemption (3.000) |
June 27,2023 | 0.051 Less: redemption (0.051) |
7.04% | - |
| 7 | Mutual Fund -Axis Liquid Fund | 1.250# Less Redemption (1.250) |
July 31,2023 | 0.007 Less: redemption (0.007) |
6.83% | - |
| 8 | Mutual Fund -HSBC Ultra short Duration Fund |
3.000 Less: Redemption (3.000) |
June 27,2023 | 0.053 Less: redemption (0.053) |
7.30% | - |
| 9 | Mutual Fund- IDFC Bond Fund | 4.000## Less: Redemption |
July 31, 2023 | 0.199 Less: redemption (0.005) |
7.57% | - |
| (0.150) | Less | ||||
|---|---|---|---|---|---|
| Less | August 31, 2023 | redemption | |||
| Redemption | (0.034) | ||||
| (0.900) | Less | - | |||
| Less | October 30,2023 | redemption | |||
| Redemption | (0.076) | ||||
| (1.600) | Less | ||||
| Less | redemption | ||||
| Redemption | November 30,2023 | (0.047) | |||
| (0.900) | Less | ||||
| Less | redemption | ||||
| Redemption | December 28, 2023 | (0.037) | |||
| (0.450) | |||||
| Total | - | - | - | - | - |
Source: As certified by M.S. Jagannathan & N. Krishnaswami, Chartered Accountant (ICA).
* Represents realized rates of interest
Mutual fund redeemed in full on 27 June 2023 and part amount invested on 30 June 2023 and redeemed the same on 31 July 2023.
Mutual fund invested on 28 February 2023, redeemed in parts on 31st July 2023 , 31st August 2023 , 30th September 2023, 30th October 2023 and 28th December 2023
Note: The proceeds from the liquidated investments were used for repayment of loan, sales and marketing expenses and Capital expenditure towards tangible and intangible assets and GCP
(iv) Delay in the implementation of the object(s)
| Completion date | Directors | |||||
|---|---|---|---|---|---|---|
| Object(s) | As per the offer document |
Actual^ | Delay [Number of days or months] |
Reason for delay | Proposed course of action |
|
| Repayment, of all or a portion of certain outstanding borrowings including interest thereon availed by our company |
Feb 2023-May 2023 |
On Schedule | NA | No comments | No comments | |
| Sales and Marketing Expenses |
Mar 2023- Mar 2024 |
On Schedule | NA | No comments | No comments | |
| Capital Expenditure towards Tangible and Intangible assets |
Mar 2023- Mar 2024 |
On Schedule | NA | No comments | No comments | |
| General Corporate Purpose |
Mar 2023- Mar 2025 |
On Schedule | NA | No comments | No comments |
Source: As management ^Refers to the latest estimate of the completion date
5. Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document
| S.N. | Item Head | Amount [Rs. Crore] |
Source of information, certifications considered by the Monitoring Agency for the preparation of report |
Comments of the Monitoring Agency |
Comments of the Directors |
|---|---|---|---|---|---|
| 1 | Payment to Suppliers | 2.50 | -Notice of postal Ballot -Certificate from statutory Auditors -Bank Statement from proceed account |
No Comments | |
| Total | 2.50 |