Companies & Sectors
Ramco Systems’ Rs123.35 crore rights issue to open on 5th May

Ramco Systems’ rights issue is priced at Rs155 per share, with a premium of Rs145 a piece. The issue would open on 5th May

Ramco Systems Ltd (Ramco), an IT consulting and software company announced that it would raise Rs123.35 crore through rights issue to meet its capital requirements. The rights issue will open for subscription on 5
th May to 19th May.

Ramco said, existing shareholders holding 2 shares will get 1 share through the rights issue (rights entitlement ratio of 1:2 shares).

Ramco will issue total 79.58 lakh shares at Rs155 per rights share including a premium of Rs145 per share to its existing shareholders.

Ramco also mentioned that the issue closing date may be extended by the committee without exceeding 30 days from issue opening date.

A year ago on 30the May, the board of directors of Ramco has approved the raising of further equity capital by issue of equity shares on a rights basis for an amount not exceeding Rs125 crore. The board has also constituted a rights issue 2013 committee and delegated necessary powers to this committee to decide about the terms and conditions and other modalities of the rights issue.

During December 2013 quarter, Ramco Systems’ sales fell 19% to Rs39.80 crore from Rs49.21 crore and recorded net loss of Rs8.49 crore from Rs3.87 crore compared with same period a year ago.

Ramco on Tuesday announced its strategic partnership with France-based Schneider Electric to offer advanced process control optimization solution for cement customers.

At 3.46pm Thursday, Ramco System was trading 3% down at Rs190 on BSE, while the S&P BSE Sensex was marginally up at 22,759.


Twist Your Nano

You can make quite a few changes to get more out of your Nano. Try them.

I now have two neighbours who own Tata Nano cars, one the older version and the other the newer ‘Twist’. Both appear to be satisfied with their choice; and so am I, when I get to drive their cars. They are great value for money. However, neither of them is young and upwardly mobile. Both of them are more than middle-aged couples who also have other vehicles but use the Nano as their daily-use car.

On that, the main issue that is still unresolved, according to both of them, is the matter of differently- sized front and rear tyres, and the other niggling reality of thickness of the front seat. Agreed, the car is built as a four-door four-seater, but the reality is that it is seldom used by either of them, or many other people, with more than two people inside.
As such, it is no doubt difficult to change the design of the panels, but it should not be difficult to provide an option of more comfortable front seats as an optional extra.

And, once that is done, remove the rear seat completely, or make it smaller and good for children only. Better still, re-configure the rear seat so that the space freed can be used for luggage. The new Nano Twist, especially, appeared to pelt like a dream even on the hills and slopes of Goa, where I drove it.

GM’s Problems

The woes of General Motors don’t seem to end in India, as can be seen by the latest recall on ignition switches worldwide. This is in addition to their Chevrolet Tavera, as sold in India, for which owners of older versions are entitled to substantial compensation as well as substitutions, too. If you own a Tavera, manufactured between 2005 and 2013, then, at the very least, you are entitled to major modifications and, in some case, a totally new engine or even more.

Please don’t wait for somebody from General Motors to contact you; write to them directly, if you own, or owned, a Tavera bought in those years. And, in the first case, request a response on what you are entitled to get. Even if you don’t have that Tavera, especially if you had to scrap it, and can show that you did so because of engine-related issues, you can get compensation.

It is likely that General Motors India will not reply, in which case, after a suitable gap of time, please make a direct complaint to the department of heavy industries via the public grievances website. Their web address is:

Toyota’s Pain, Your Gain

The lockout at the Toyota facility near Bengaluru brings to a grinding halt the ambitious plans that Toyota had to try and reach double figures in terms of market share. Its smaller sedan, the Etios, is doing increasingly well as a taxi, while the larger sedan (Corolla) and utility vehicle (Innova) are setting the standards. Toyota was constrained only by how much it could manufacture and deliver.

The upside for existing owners is that the street value of used Toyota vehicles appears to have gone up dramatically. Especially that of the Innova. In an election scenario, Innova is the vehicle of choice for lugging people and their personal effects around with reliability and safety. Prices have also gone up for other non-luxury used cars from the Toyota marquee.

If you have a used Toyota to sell, there is no better time than the present!

Veeresh Malik started and sold a couple of companies, is now back to his first love—writing. He is also involved in helping small and midsize family-run businesses re-invent themselves.


New Companies Act: Save small, private companies from routine filing

The MCA should free the companies that are small or have below Rs5 crore paid up capital from the routine filings other than changes in directors and annual returns

There is a school of thought that very rightly laments “The Companies Act 2013 threads small aadmi and his companies with jack boots.”

The statistics from Ministry of Corporate Affairs (MCA) for 2011 put the number of companies registered in India at 11.63 lakh. About 24,682 or 2.12% out of these have paid up capitals between Rs2-Rs5 crore and 23,589 or 2.02% have capitals exceeding Rs5 crore leaving a whopping 95.84% of companies with capitals less than Rs5 crore or $1 million far, far below global standards. In India, stock exchange listed companies constitute only a miniscule 0.6% leaving behind 99.4% to be individuals or private companies running businesses essentially with their own capital or borrowings.

The small entities have hardly any credit support or easy access to bank funding. Banks’ lending for working capital and asset acquisitions cover themselves adequately with securities from all sides- the company signing demand promissory note, backing it with personal guarantees of directors and mortgage/ pledge of personal assets, shares held by the promoters and also insisting on treating unsecured loans from friends/ relatives as collaterals. All this virtually strips them of their corporate personality and treat them as proprietorships or partnerships with unlimited liabilities for recovery of dues. It is rightly put “Thus small companies carry on their businesses risking their own capital and where lenders contribute debt-capital the lender’s interest is more than covered beyond the corporate mask for securities both commercial and legal.” The lenders on insisting on directors’ personal guarantees give them unlimited and free access to all their personal belongings and thereby virtually strip them of their so-called limited liability under the corporate laws.

The Companies Act 2013 that was expected to simplify the provisions relating to private and one-person/ single person companies. But on the contrary, has in fact, amplified the controls both in depth and scale by expressly barring loans to the private company’s directors or relatives, not appointing relatives to offices or to enter into contracts without the prior consent of shareholders. A public company can convert itself into a private company only after the clearance of the tribunal. Though in theory, they are closely held with their Memorandum and Article of Association restricting transfers of shares, but now they are required to state reasons for refusal. The requirement of postal ballots is made applicable even for one and two man companies. This does away with the many privileges extended to private limited companies by the 1956 Act.

The corporate laws of the UK, US, Australia and Singapore virtually leave private companies free to manage their own internal affairs and make use of the Registry for filing of statutory information. In India, there are a plethora of statutory requirements that add extremely high compliance costs.

It is said that more than 30-40% of registered dormant companies that are technically defunct have simply stopped filing returns with the authorities. Even the procedure for striking off names of the companies that have not even commenced business or opened any bank account, require to undergo archaic rules which makes it impossible to get out. This results in leaving office of the Registrar of Companies (ROC) with an extremely large mass of dead wood. The MCA should free the companies that are small or have below Rs5 crore paid up capital from the routine filings other than changes in directors and annual returns. This responsibility should be cast on Chartered Accountants (CAs), Company Secretaries (CS) to file returns duly attested by them confirming compliances on self-governance regulation basis.

(Nagesh Kini is a Mumbai based chartered accountant turned activist.)


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