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Directors Report of Ramco Industries Ltd.

Mar 31, 2022

Your Directors have pleasure in presenting their 57th Annual Report and the Audited Accounts of the Company for the year ended 31st March 2022.

FINANCIAL RESULTS

For the Year ended 31.03.2022 '' in lakhs Separate

For the Year ended 31.03.2021 '' in lakhs Separate

Total Revenue

1,21,447

1,04,952

Operating Profit : Profit before Interest, Depreciation and Tax (PBIDT)

19,810

19,753

Less : Interest

853

949

Profit before Depreciation and Tax (PBDT)

18,957

18,804

Less : Depreciation

2,931

2,762

Add : Exceptional items

-

-

Net Profit/ Loss before Tax (PBT)

16,026

16,042

Less: Provision for Taxation - Current

4,609

4,541

Deferred

724

423

Net Profit / Loss after Tax (PAT)

10,693

11,078

Other Comprehensive Income for the year (Net of Tax)

(177)

1,429

Total Comprehensive Income for the year (TCI) Movement of Retained earnings

10,516

12,507

Opening balance of Retained earning

34,983

26,674

Add: Profit for the year

10,693

11,078

Less: Dividend paid during the year

-

(867)

Less: Transfer to General Reserve

(1,600)

(1,900)

Add : Transfer from FVTOCI Reserve

(5)

(2)

Closing balance of Retained earnings

44,071

34,983

SHARE CAPITAL

The paid-up capital of the Company is '' 8,66,63,060/- consisting of 8,66,63,060 shares of '' 1/- each. There has been no change in the capital structure of the Company during the year under review. The Company does not have any scheme for issue of sweat equity to the employees or Directors of the Company.

DIVIDEND

Your Directors have recommended a dividend of '' 1/- per equity share for the year 2021-2022 which amounts to '' 866.64 lakhs. For the previous year 2020-21, the Company had paid dividend of ''1.00 per share which amounts to '' 866.64 lacs.

The above recommendation of the dividend by the Directors is in accordance with the “Dividend Distribution Policy” of the company. The Policy is available on the website of the Company under the weblink - http://www.ramcoindltd.com/policies.html

The Dividend Distribution Policy forms part of this report.

TRANSFER TO GENERAL RESERVE

After appropriations, a sum of '' 440.71 crores has been kept as retained earnings of the company and a sum of '' 16 crores has been transferred to General Reserve. As on 31-03-2022, the General reserve stands at '' 498.73 Crores.

TAXATION

An amount of '' 46.09 crore (P.Y '' 45.41 crore) towards Current Tax, '' 7.24 crore (P.Y '' 4.23 crore) towards Deferred tax has been provided for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT GLOBAL ECONOMY

The war in Ukraine has triggered a costly humanitarian crisis that demands a peaceful resolution. At the same time, economic damage from the conflict will contribute to a significant slowdown in global growth in 2022 and add to inflation. Fuel and food prices have increased rapidly, hitting vulnerable populations in low-income countries hardest.

Global growth is projected to slow from an estimated 6.1 percent in 2021 to 3.6 percent in 2022 and 2023. This is 0.8 and 0.2 percentage points lower for 2022 and 2023 than projected in January. Beyond 2023, global growth is forecast to decline to about 3.3 percent over the medium term. War-induced commodity price increases and broadening price pressures have led to 2022 inflation projections of 5.7 percent in advanced economies and 8.7 percent in emerging market and developing economies-1.8 and 2.8 percentage points higher than projected last January. Multilateral efforts to respond to the humanitarian crisis, prevent further economic fragmentation, maintain global liquidity, manage debt distress, tackle climate change, and end the pandemic are essential.

INDIAN ECONOMY

Asian Development Bank (ADB) during May 2022 said that Indian economy is projected to grow by 7.5 per cent in the current financial year and the growth would accelerate to 8 per cent in 2023-24.The economic growth in the coming years will be supported by increased public investment in infrastructure and a pickup in private investment, according to the Asian Development Outlook (ADO) 2022, the latest edition of ADB’s flagship economic publication.

The outlook assumes sustained progress in COVID-19 vaccinations while also that any new variants of the virus would be of limited severity. It also factors in the impact of Russia’s invasion of Ukraine, primarily higher global oil and commodity prices that will contribute to rising inflation and a widening of the current account deficit, ADB said in the report.

“India is on the path to a sustained economic recovery, thanks to the vigorous countrywide drive to deliver safe and wide-reaching COVID-19 vaccinations, which helped reduce the severity of the third pandemic wave with minimal disruptions to mobility and economic activity,” said ADB Country Director for India Takeo Konishi Global Economy.

OUTLOOK

The Increasing government funding in public infrastructure is expected to encourage growth and attract private investment through a strong multiplier effect in the industry. However, supply-side bottlenecks are expected to remain persistent with gradually rising international crude oil prices and growing raw material costs in 2022-23. The availability of budgetary space to ramp up capital spending, advantage from supply-side reforms, regulatory relaxation, and continued export growth will also contribute to growth in 2022-23. As per IMF’s World Economic Outlook projections, India’s real GDP is projected to grow at = 8.9% in 2022-23 and 7.1% in 2023-24, which is expected to make India the fastest growing major economy in the world for all 3 years between 2021-22 and 2023-24.

Review of Operations and Current Trends A. BUILDING PRODUCTS DIVISION:

PRODUCTION

SALES

TURNOVER

PRODUCT

Qty. in M.T.

Qty. in M.T.

''in Lakhs

31.03.22

31.03.21

31.03.22

31.03.21

31.03.22

31.03.21

Fibre Cement Sheets

6,52,460

6,10,925

6,73,621

6,22,731

76,551

71,361

Fibre Cement Boards

85,795

68,032

87,018

75,387

18,047

13,166

a. Fibre Cement (FC) Sheets:

During the year under review, the Sales quantity of FC Sheets grew by around 8% compared to previous year and the Industry reportedly grew by 6% for the year. Specific Markets in East and West registered a strong growth.New geographical markets for sales are being explored amid stiff competition.

Distribution width and depth was the growth engine last year and will continue to remain for the year 2022-23 as well. Realisation was down by 1% inspite of raw material, transportation cost increase thereby affecting the margins.

There was demand noticed in specific segments of industries viz Tiles, Ceramics & Poultry for roofing requirements. Depreciation of Rupee also affected the raw material’s cost.

Consistent and Judicious usage of raw materials and supplier negotiations helped to partially mitigate the impact. Strong correlation in sales was noticed when the prices of substitutes went up. Seeding of Color Sheets in existing distribution network is expected to help build new segment.

Promotional efforts are vigorously taken to explore new potential areas with more customized products. Greencor, Non-Asbestos roofing sheets have been well accepted in the market and sales has been in encouraging state.

b. Fibre Cement Boards :

Post the revival after the pandemic, markets had opened from the second quarter of 2021-22. Hicem witnessed a growth of approximately 14% over the prev''ous year.

Hilux and Greencor recorded a good growth of about 40% over the last fiscal. Large projects which were on hold due to the pandemic were re-started and this had helped to build the volumes. Overall the Non-Asbestos category grew by 25% of previous year. New Products like HIDEN (High Density Fibre Cement Boards), Hilite (Low Density Calcium Silicate Tiles) and INSTAWALL (Sandwich Panels) are being planned and are expected to be launched by the 2nd Quarter of 2022-23.

New digital campaigns have been planned for the year 2022-23, which will help to penetrate new markets and particularly Tier 2 Cities/ Towns. Special focus has been brought in for appointment of channel partners in Second Tier towns which will bring in volumes additionally. 7 Large hospital projects for Cov''d in Delhi have been finalized, which will bring 6,000 MT of Hilux additionally.

Exports: New partners have been appointed in Nepal, US, UK and Canada for Non-Asbestos and this will bring in additional volumes for the fiscal.

There were a quite a few large volume orders which remained unexecuted due to very steep increase in freight costs, and also due to acute shortage in container availability. Steady increase in demand for Greencor is seen from Nepal, Oman & UAE.

5 New Export markets have been added and Export Sales has been getting back to the earlier levels, very positive during the last financial Year.

SmartBuild Tech Serv''ces offering complete solutions and awareness in Green Dry Construction was started in September 2017 currently executing turnkey projects with an approximate value of '' 10 Crores. Also have promising venture of approximately '' 25 Crores of business, expected in FY 2022-2023.

Ramco SmartBuild has Designed Government Projects for Greater Chennai Corporation and Company’s Products are Specified in their Tender / BOQ which is currently in Execution Phase.

Ramco SmartBuild Offers Various Technical Methodologies using G I Frames, LGSF (Light Gauge Steel Frame), Hybrid Structures in Dry Wall Partition, False Ceiling, Ramco InstaWall Panels in various locations.

In this year, SmartBuild Team and R&D are jointly working in the Development of Prefab Dry Wall Panels and Factory Engineered Buildings.

c. Fibre Cement Pressure Pipes:

Operations of Pressure Pipes continued to be under pressure owing to the sluggish market. The existing lease agreement entered into with M/s Kanoria Sugar and General Manufacturing Company Limited has ended in March 2022.

B. WIND MILLS:

During the Financial Year 2021-22, the Wind energy was moderate with decrease of 3% compared to last year, from the existing 15 Wind Mills.

Position regarding Wind Mills was as follows: -Total Capacity Installed : 16.73 MW

Total Units generated : 232 Lakh Units (P.Y: 239 Lakh Units)

Income earned : '' 1,389 Lakhs (P.Y: '' 1,456 Lakhs)

(by generation/sale of power)

C. COTTON YARN DIVISION - SRI RAMCO SPINNERS :Production and Sales :

During the year 2021-22, the Unit had produced 30.52 Lakh Kgs. of Cotton Yarn as compared to 25.22 Lakh Kgs. produced during the previous year.

The Unit had sold Yarn at 35.09 Lakh Kgs. (including traded yarn) during the year under review as against 33.28 Lakh Kgs. during the year 2020-21.

During the year under review, the performance of the Cotton yarn division increased when compared to previous year. Increase of yarn selling price, reduction in power cost, due to implementation of energy saving measures and decrease of manpower cost on account of Automation of machineries in the second half year, contributed for growth in the performance of the Company and savings in the operating cost during the year 2021-22.

Expecting the same Level of moderation in cotton prices & stability in yarn prices, your Directors are hopeful in achieving good results during the year 2022-23.

The Company was able to overcome the challenges posed by pandemic by continuous engagement with the Customers and none of the sales contracts was cancelled during this challenging period, though there was some deferment in the delivery schedule, which has been subsequently shipped successfully.

There is a steep increase in Raw Cotton price and stability in yarn price. There is huge demand in Raw Cotton in the Market and the Ginners are not able to reduce the price. This will affect the profitability in the current year 2022-23.

The Company is taking various steps to expand its market presence both in domestic and international markets and hope to achieve higher volume of sales in value added yarns in the forthcoming years.

D. OVERSEAS OPERATIONS OF SUBSIDIARIES - SRI RAMCO LANKA (PRIVATE) LIMITED AND SRI RAMCO ROOFINGS LANKA (PRIVATE) LIMITED, SRI LANKA:

There was increase in sales during the last year.

At a Consolidated level of both the Companies, the Net Sales were SLR 82,752 lakhs (INR 30,362 lakhs) as against SLR 58,135 lakhs (INR 22,934 lakhs ) during the corresponding previous year.

In accordance with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the subsidiaries is attached in Form AOC-1 as Annexure -1 to the Board’s Report.

The Company proposes to transfer an amount of '' 1,600 lakhs to the General Reserves. An amount of '' 44,071 lakhs is proposed to be retained in the statement of Profit and Loss.

The Company has no material subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS :

The Company has 6 Associate Companies viz. The Ramco Cements Limited, Rajapalayam Mills Limited, Ramco Systems Limited, Ramco Industrial and Technology Services Limited, Madurai Trans Carrier Limited and Lynks Logistics Limited.

As per provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI(LODR)], Companies are required to prepare Consolidated Financial Statements of its subsidiaries and Associates to be laid before the Annual General Meeting of the Company. Accordingly, the Consolidated Financial Statements incorporating the accounts of Subsidiary Companies and Associate Companies along with 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 http://www.ramcoindltd.com/financial_performance.html

Separate audited accounts in respect of the subsidiary companies are also made available at the Company’s website. The Company shall provide a copy of separate audited financial statements in respect of its subsidiary companies to any shareholder of the Company who asks for it.

The consolidated net profit after tax of the Company amounted to '' 126.52 crores for the year ended 31st March, 2022 as compared to '' 115.93 crores of the previous year.

The Consolidated Total Comprehensive Income for the year under review is '' 301.02 crores as against '' 289.29 crores of the previous year.

Key Financial Ratios

Pursuant to Schedule V (B) of LODR, the Key Financial Ratios for the year 2021-22 are given below:

SI.

Particulars

Ratios

Variations

Formula Adopted

Reasons where the

No.

FY21-22

FY20-21

variance is over 25%

1.

Debtors turnover

32

31

3%

365 days/(Net Revenue/ Average Trade

ratio (days)

Receivables)

2.

Inventory turnover

111

121

-8%

365 days /(Net Revenue / Average

ratio (days)

Inventories)

3.

Interest coverage

23.22

19.42

20%

(Operating Profit Before Tax Interest)/

ratio (times)

(Interest Interest Capitalised)

SI.

Particulars

Ratios

Variations

Formula Adopted

Reasons where the

No.

FY21-22

FY20-21

variance is over 25%

4.

Debt service Coverage Ratio (Times)

7.73

3.52

119%

(EBITDA - Current Tax) /

(Principal repayment Total Interest)

Lower Term Loan repayment and reduced interest rates during the current year has improved the ratio

5.

Current ratio (Times)

1.35

1.38

-2%

Total Current Assets/ Total Current Liabilities

6.

Debt-equity ratio (Times)

0.22

0.17

29%

Total Debt/Total Equity

The variation is due to increased working capital borrowing

7

Operating Profit margin (%)

14%

16%

-13%

Operating Profit Before Tax/Net Revenue

8.

Net Profit margin (%)

9%

11%

-18%

Net Profit/Net Revenue

9.

Return on Net worth (%)

13%

17%

-24%

Total Comprehensive Income Interest/ Average Net worth

10.

Total Debt/EBITDA (Times)

1.13

0.77

47%

Total Debt/EBITDA

Increase in Borrowings

11.

Return on Capital Employed (%)

10%

13%

-23%

Total Comprehensive Income Interest/ (Average of Equity plus Total Debt)

12.

Price Earnings Ratio (Times)

17.08

20.08

-15%

Market Price per share as at 31st March/Earning per share

a. EBITDA denotes Operating Profit Before Tax Interest Depreciation DIRECTORS

Pursuant to rule 8(5) (iii) of the Companies (Accounts) Rules, 2014, it is reported that, there have been no changes in the Key Managerial Personnel during the year under review.

In accordance with the Section 159 and other applicable statutory provisions of the Companies Act, 2013, Regulation 17(1A) of LODR and the Company’s Articles of Association, Shri N.K.Shrikantan Raja (DIN: 00350693), Director, retires at the ensuing Annual General Meeting and being eligible, has offered himself and seeks for his re-appointment vide Special Resolution as he will be attaining the age of 75 years during his next tenure, which was recommended by Nomination and Remuneration Committee.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors on 18-05-2022 re-appointed Shri P.V. Abinav Ramasubramaniam Raja (DIN 07273249) as Managing Director of the Company, subject to the approval of members, for a period of 5 years from 4-06-2022 to 3-06-2027. The Special Resolution for his re-appointment as Managing Director and remuneration payable to him have been included in the Notice convening 57th Annual General Meeting for the approval of Members.

The Independent Directors hold office for a fixed term of 5 years and are not liable to retire by rotation. The Company has received necessary declarations from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

Independent Directors have complied with the code for Independent Directors prescribed in Schedule IV to the Act.

The Company had formulated a code of conduct for the Directors and Senior Management Personnel and the same has been complied with.

The Audit Committee has five members, out of which four are Independent Directors. Shri Ajay Bhaskar Baliga, Independent Director has been inducted as member of Audit Committee and Risk Management Committee. 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 has 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;

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and insentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Committee and this Policy are in compliance with the Companies Act, 2013 and LODR. Among other things, during the year under review, the responsibilities of compensation committee as defined in SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 have been assigned to Nomination and Remuneration Committee.

The web address of the Policy is - http://www. https://www.ramcoindltd.com/file/Investors/Policies/Nomination_and_Remuneration_ Policy.pdf

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmes for Familiarisation for the Independent Directors about the nature of the Industry, Business model, roles, rights and responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2)(i) of SEBI (LODR) Regulations the details of the Familiarisation Programme for Independent Directors are available at the Company’s website, at the following link at http://www.ramcoindltd.com/file/Investors/ Board_of_Directors/2021-2022/DIRECTORS FAMILIARISATION PROGRAMME 2021-22.pdf

The details of the familiarization programme are explained in the Corporate Governance Report also.

BOARD EVALUATION

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of LODR, 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.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which is based on attendance, expertise and contribution brought in by the Independent Director at the Board and Committee Meetings, which shall be taken into account at the time of reappointment of Independent Director.

Pursuant to Regulation 17(10) of LODR, the Board of Directors have evaluated the performance of Independent Directors and observed the same to be satisfactory and their deliberations beneficial in Board / Committee meetings.

Pursuant to Regulation 4(2)(f)(ii)(9) of LODR, the Board of Directors have reviewed and observed that the evaluation framework of the Board of Directors was adequate and effective.

The Board’s observations on the evaluations for the year under review were similar to their observations for the previous year. No specific actions have been warranted based on current year observations. The Company would continue to familiarise its Directors on the industry, technological and statutory developments, which have a bearing on the Company and the industry, so that Directors would be effective in discharging their expected duties.

MEETINGS

During the year, eight Board meetings were held. In accordance with Clause 9 of Secretarial Standard 1, the details of 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.

SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial standards and that such systems are adequate and operating effectively.

PUBLIC DEPOSITS

The Company had no fixed deposits. The Company has decided not to accept fresh deposits from 01.04.2014 and to avail the option provided under Section 74 of the Companies Act, 2013 and repaid all the existing deposits together with the accrued interest thereon by complying with the formalities required in this regard.

ORDERS PASSED BY THE REGULATORS

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.

INTERNAL FINANCIAL CONTROLS

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 & 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.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186(4) of the Companies Act, 2013 the details of Loans, Guarantees and Investments along with the purposes are provided under Notes No.08, 09,39 and 44 of Notes to the separate Financial Statements.

AUDITSSTATUTORY AUDIT

As per the provisions of Section 139 of the Companies Act,2013 the first term of office of M/s.Ramakrishna Raja and Co., Chartered Accountants, (FRN:005333S) and M/s.SRSV & Associates, Chartered Accountants, (FRN:015041S), who have been appointed as the Statutory Auditors of the company at the 52nd Annual General Meeting, comes to an end at the close of the 57th Annual General Meeting of the Company.

No change is proposed in the Auditors for the Company. The Existing Auditors are eligible for re-appointment for the second term of 5 years.

Subject to the approval of the Members of the Company at the ensuing 57th Annual General Meeting, the Board of Directors have recommended the appointment of M/s Ramakrishna Raja and Co., Chartered Accountants, (FRN:005333S) and M/s. SRSV & Associates, Chartered Accountants, (FRN:015041S) as Statutory Auditors of the Company, pursuant to Section 139 of the Companies Act,2013. The Audit Committee at its Meeting held on 18.05.2022 had recommended their re-appointment as Statutory Auditors for second term, pursuant to Section 139(11) of the Companies Act, 2013. Written consents from the auditors for their proposed appointment and necessary certificates under Rule 4 of the Companies (Audit and Auditors) Rules 2014, confirming that their reappointment if made, shall be in accordance with the conditions as prescribed by law and they satisfy the criteria provided under section 141 of the Companies Act, 2013, have been obtained. The proposal relating to their appointment has been included in the notice convening the 57th Annual General Meeting of the Company. They shall hold office from the conclusion of 57th Annual General Meeting till the conclusion of 62nd Annual General Meeting.

In accordance with Regulation 33(1)(d) of SEBI (LODR) Regulations 2015, the auditors have submitted the necessary certificates issued by Peer Review Board of the Institute of Chartered Accountants of India.

The report of the Statutory Auditors for the year ended 31st March, 2022 does not contain any qualification, reservation or adverse remark. No fraud has been reported by the Company’s Auditors.

COST AUDIT

As per Rule 3 of Companies (Cost Records and Audit) Rules, 2014 the company is required to maintain cost records and accordingly such records and accounts are made and maintained.

The Board of Directors at their meeting held on 18.05.2022, as recommended by Audit Committee, had approved the appointment of M/s N.Sivashankaran & Co, Cost Accountants as the Cost Auditors of the Company to audit the Company’s Cost Records relating to manufacture of Fibre Cement Products (FCP & CSB) and Cotton Yarn for the year 2022-23 at a remuneration of '' 2,50,000/- (Rupees Two lakhs fifty thousand only) exclusive of GST and out of pocket expenses.

The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3) of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter relating to their remuneration had been included in the Notice convening the 57th Annual General Meeting scheduled to be held on 10th August, 2022, for ratification by the Members.

The Cost Audit Report for the financial year 2020-21 due to be filed with Ministry of Corporate Affairs (MCA) by 26.08.2021 had been filed on 23.08.2021. The Cost Audit Report for the financial year 2021-22 due to be submitted by the Cost Auditor within 180 days from the closure of the financial year will be filed with the MCA, within 30 days thereof.

SECRETARIAL AUDIT

M/s S. Krishnamurthy & Co., Company Secretaries, have been appointed to conduct the Secretarial Audit of the Company. Pursuant to the prov''sions of Section 204 (1) of the Companies Act, 2013 the Secretarial Audit Report submitted by the Secretarial Auditors for the year ended 31st March, 2022 is attached as Annexure - 2. The report does not contain any qualification, reservation or adverse remark.

ANNUAL RETURN

In accordance with Clause 22 of Secretarial Standard on Report of the Board of Directors (SS 4), a copy of the Annual Return in Form MGT-7 for the year ended 31st March 2022 has been placed on the website of the Company and the web link of such Annual Return is https://www.ramcoindltd.com/annual_returns.html

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance as stipulated in LODR. As required under Schedule V (C) of LODR, a report on Corporate Governance being followed by the Company is attached as Annexure - 3.

No complaints had been received pertaining to sexual harassment, during the year under review. The relevant statutory disclosure pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are available at Point No: 10(l) of Corporate Governance Report.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate from the Secretarial Auditor that none of the Company’s Directors have been debarred or disqualified from being appointed or continuing as directors of Companies, is enclosed as Annexure - 4.

As required under Schedule V (E) of LODR, a Certificate from the Statutory Auditors of the Company confirming the compliance of conditions of Corporate Governance is attached as Annexure - 5.

CORPORATE SOCIAL RESPONSIBILITY POLICY

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 which is based on the philosophy that “As the Organisation grows, the Society and Community around it also grows.”

The Company has undertaken various projects in the areas of education, health, rural development, water and sanitation, promotion and development of traditional arts, protection of national heritage, livelihood enhancement projects etc., largely in accordance with Schedule VII of the Companies Act, 2013.

The CSR obligation pursuant to Section 135(5) of the Companies Act, 2013, for the year 2021-22 is '' 174.75 lakhs (after adjusting previous year 2020-21 excess of '' 16.10 lakhs from '' 190.85 lacs which is 2% of average net profit of past 3 years for the year 2021-22). As against this, the Company has spent '' 202.36 lakhs on CSR. CSR Committee recommended to carry forward and set off the excess amount spent to the tune of '' 27.61 lakhs to the financial year 2022-23. Also the Company had spent a sum of '' 83.95 lakhs on other social causes which do not qualify under the classifications listed out in Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure - 6.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of LODR, the Company has established a Vigil mechanism and has a Whistle Blower Policy. The Policy provides the mechanism for the receipt, retention and treatment of complaints and to protect the confidentiality and anonymity of the stakeholders. The complaints can be made in writing to be dropped into the Whistle Blower Drop Boxes or through E-Mail to dedicated mail IDs. The Corporate Ombudsman shall have the sole access to these. The Policy provides to the complainant access to the Chairman of the Audit Committee. The web link for the Vigil Mechanism is disclosed in the Corporate Governance Report.

RISK MANAGEMENT POLICY

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and Regulation 17(9) of LODR, the Company has developed and implemented the Risk Management Policy. The policy envisages identification of risk and procedures for assessment and strategies to mitigate/ minimisation of risk thereof. The Risk Management Policy of the Company is available at the Company’s website, at the following weblink:http://www.ramcoindltd.com/file/RISK_MANAGEMENT_POLICY_RIL.pdf

RISK MANAGEMENT

The Company’s risk management system is designed to identify the potential risks that can impact the business and device a framework for its mitigation along with periodical reviews to reflect changes in market conditions and the company’s activities. The Company’s Board of Directors has the overall responsibility of the establishment and oversight of risk management framework. The Audit Committee and Risk management committee periodically review the execution of risk management plan and advice the management wherever necessary.

RELATED PARTY TRANSACTIONS

Prior approval / omnibus approval is obtained from the Audit Committee for all Related Party transactions and the transactions are also periodically placed before the Audit Committee for its approval. The particulars of contracts entered into by the Company during the year as per Form AOC 2 is enclosed as Annexure - 7.

No transaction with the related party is material in nature except transaction with Raja Charity Trust which was approved by Shareholders at the 56th Annual General Meeting held on 19.08.2021, in accordance with Company’s “Related Party Transaction Policy” and Regulation 23 of LODR.

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

As required under Regulation 46 (2) (g) of LODR, the Related Party Transaction Policy is disclosed in the Company’s Website and its weblink is -https://www.ramcoindltd.com/file/Investors/Polides/RELATED_PARTY_TRANSACTION_POLICY_RIL_29012020.pdf

As required under Regulation 46(2)(h) of LODR, the Company’s Material Subsidiary Policy is disclosed in the Company’s website and its weblink is - https://www.ramcoindltd.com/file/MATERIAL_SUBSIDIARY_POLICY_2015.pdf

MATERIAL CHANGES SINCE 1st APRIL 2022

There have been no other material changes affecting the financial position of the company between the end of the financial year and till the date of this report.

FUTURE OUTLOOK

The world is going through volatile economic situation on account of War between Russia and Ukraine. Indian Economy is working out alternatives consequent to Sanctions imposed on Russia on account of the war. The crude prices also have gone up significantly. Your Company’s raw material is partly met out of mines in Russia and the sanctions have affected the availability due to supply chain disruptions. Availability of the Containers and steep increase in Freight is affecting the international trade. Your company is taking up adequate measures to ensure availability of raw materials to feed the production.

The political and economic crisis in Sri Lanka is also affecting the business of the company. Inflation is rising at an alarming level thereby increasing the input costs. Further, Foreign exchange scarcity / restrictions have resulted in delay in remittances due to the raw material Suppliers as well as to your company on account of royalty and dividend incomes. The subsidiary companies’ have adequate stocks to ensure the current production. Your company is keenly watching the situations and is taking appropriate steps to ensure that subsidiary companies’ plants situated in Sri Lanka are operating.

New construction activity has picked up in the rural markets post Covid waves, largely because of good monsoon / harvest and push given by the Government through its spending. The Commodity prices such as Steel also has gone up during the year. However, the cyclical price movements of steel and other commodities has made trade watchful on inventories.

The construction industry in India is expected to grow steadily over the next four quarters. The growth momentum is expected to continue over the forecast period, recording a CAGR of 9.5% during 2022-2026. The construction output in the country is expected to reach INR 60,508.9 billion by 2026 due to increased demand from real estate and infrastructure projects. Indian Real Estate sector expected to reach a market size of USD 1 Tn by 2030. Its contribution to the country’s GDP is expected to be approximately 13% by 2025. Government has allocated '' 48,000 crore in the financial budget of the year for the PM Awas Yojana for housing which is a crucial sector. This may result in slightly lower profitability as these infrastructure and urban housing are cost-conscious non-trade channels. In addition to these sectors, rural demand is also expected to sustain on the back of higher rural incomes witnessed in FY 2021-22 and by positive farm sentiment with timely rabi sowing and favourable groundwater and reservoir levels, which are likely to boost rabi yields. With favorable monsoon in 2022 in most parts of the country the outlook for Kharif crop too looks promising. PMAY-G is expected to sustain momentum as it utilizes its potential to engage rural workforce and drive rural employment. Sufficient cash inflow in the rural economy could commensurate in rural infrastructure creation thus augmenting cement demand.

As we are well positioned in the rural markets, we expect to reap the benefit of demand growth there. This is driven by focussed distribution efforts. The Union Budget for the year 2022-23 focused on uplifting of the rural economy, strengthening of the agriculture sector, annual cash incentive for small farmers, infrastructure creation and MSME Sector which would augur well for the industry, subject to tapering of the Covid wave.

Your Company is prepared to meet the demand of the products and is taking initiatives to increase the market especially in Boards business. USD-INR volatility could be a dampener for the profitable growth.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 is attached as Annexure -8.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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 prov''ded in Annexure - 9.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

At the Annual General Meeting held on 19.08.2021 the Members had approved the following Employee Stock Option Schemes :

Name of the Scheme

Total No of Options

Exercise

Price

Vesting

Period

Maximum Term

Source

Variation in terms

ESOS 2021-Plan A

5,00,000

'' 1/- per share

One year from the date of grant

On or before 31st December of the Immediately succeeding financial year in which the vesting was done

Primary

Nil

ESOS 2021-Plan B

5,00,000

'' 30/- per share

One year from the date of grant

On or before 31st December of the Immediately succeeding financial year in which the vesting was done

Primary

Nil

The purpose of this plan is to facilitate Eligible Persons (Employees with Long Service and Contributed to the growth of the Company) through ownership of shares of the Company to participate and gain from the Company’s performance, thereby acting as a suitable reward. Participation in the ownership of the Company, through share based compensation schemes will be a just reward for the employees for their continuous hard work, dedication and support, which has led the Company to be what it is today.

The Plan is intended to:

* Create a sense of ownership within the organisation;

* Encourage Employees to continue contributing to the success and growth of the organisation;

* Retain and motivate Employees;

* Reward Eligible persons to align their performance with Company objectives;

* Align interest of Eligible Persons with those of the organisation.

The above said Schemes are in compliance with the SEBI Regulations. The Company had obtained In-Principle approval for the schemes from National Stock Exchange of India Limited and BSE Limited, where the company’s shares are listed. In line with the conditions mentioned in the In-Principle approval issued by National Stock Exchange of India Limited and BSE Limited, the scheme slightly being modified inline with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [“SBEB and SE Regulations”] 2021.

A Certificate from the Company’s Secretarial Auditors, with respect to implementation of the above Employee Stock Option Schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 Guidelines and resolution passed by the Members of the Company, has been received and same is attached as Annexure -10.

Details regarding the above mentioned schemes along with their status are given below:

Total No of Options

Exercise

Price

No of

No of

No of

Name of the Scheme

Options

vested

Options

exercised

Options in force

Employee Stock Option Scheme 2021 - Plan A (ESOS 2021 - PLAN A)

5,00,000

'' 1/-

133500

Nil

Nil

Employee Stock Option Scheme 2021 - Plan B (ESOS 2021 - PLAN B)

5,00,000

'' 30/-

12500

Nil

Nil

The details as required under part F of Schedule I read with regulation 14 of (SEBI Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are disclosed on the company’s website and the weblink is given below: https://www.ramcoindltd.com/esos.html

INDUSTRIAL RELATIONS a PERSONNEL

Industrial relations continue to be cordial and harmonious at all the Units. Employees at all levels are extending their fullest co-operation for the various cost reduction measures of the Company. There is a special thrust on Human Resources Development with a view to promoting creative and group effort.

CREDIT RATING

The ratings for the Company’s borrowing are available in Corporate Governance Report.

SHARES

The Company’s shares are listed in BSE Limited and National Stock Exchange of India Limited and the Annual Listing Fees have been paid for the F.Y. 2022-23 respectively.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Dividend amount remaining unclaimed/unpaid for a period of over 7 years was transferred to IEPF as detailed below:

Dividend Details

Amount Transferred - ''

Date of Transfer to IEPF

Dividend for the year 2013-2014

1,27,631

05-08-2021

Shares corresponding to the said dividend were transferred to IEPF, as detailed below:

No. of Shares

Date of Transfer to IEPF

35,852

14-09-2021

Year wise amount of unpaid /unclaimed dividend lying in the unpaid account and corresponding shares, which are liable to be transferrec to IEPF and due dates for such transfer, are tabled below:

Year

Type of Dividend

Date of Declaration of Dividend

Last Date for Claiming Unpaid Dividend

Due Date for Transfer to IEP Fund

No. of Shares of '' 1/- each

Amount of unclaimed / unpaid Dividend as on 31-03-2022

2014-15

Dividend

23-09-2015

22-09-2022

22-10-2022

4,44,617

1,33,385.10

2015-16

Dividend

11-03-2016

10-03-2023

09-04-2023

4,75,044

2,37,522.00

2016-17

Dividend

04-08-2017

03-08-2024

02-09-2024

3,88,263

1,94,131.50

2017-18

Dividend

03-08-2018

02-08-2025

01-09-2025

3,04,567

1,52,283.50

2018-19

Dividend

08-08-2019

07-08-2026

06-09-2026

2,26,188

1,13,094.00

2019-20

Dividend

03-03-2020

02-03-2027

01-04-2027

3,68,758

1,84,379.00

2020-21

Dividend

12-03-2021

11-03-2021

10-04-2028

2,33,748

2,33,748.00

DIRECTORS’ RESPONSIBILITY STATEMENT

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

(a) They had followed the applicable accounting standards along with proper explanation relating to material departures if any, in the preparation of the annual accounts for the year ended 31st March, 2022;

(b) They had selected such accounting policies and applied them consistently and made judgements 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 on 31st March, 2022 and of the profit of 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 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.

RESEARCH AND DEVELOPMENT EFFORTS

During the year, the company continued with research and development efforts in respect of economical mix and non-conventional fibres in production technology for manufacture of fibre cement sheets, calcium silicate boards, fibre cement boards and non-asbestos roofing sheets.

ACKNOWLEDGEMENT

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and cooperation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

By Order of the Board For RAMCO INDUSTRIES LIMITED

Place : ChennaiP.R. VENKETRAMA RAJA Date : 18.05.2022 CHAIRMAN


Mar 31, 2018

BOARD’S REPORT

The Directors have pleasure in presenting their 53rd Annual Report and the Audited Accounts of the Company for the year ended 31st March 2018.

FINANCIAL RESULTS

For the

For the

Year ended

Year ended

31.03.2018

31.03.2017

'' in lakhs

'' in lakhs

Standalone

Standalone

Total Revenue

86,695

82,867

Operating Profit: Profit before Interest, Depreciation and Tax (PBIDT)

13,111

11,647

Less : Interest

2,163

3,354

Profit before Depreciation and Tax (PBDT)

10,948

8,293

Less : Depreciation

2,310

2,148

Add : Exceptional items

1,265

1,168

Net Profit/ Loss before Tax (PBT)

9,903

7,313

Less: Provision for Taxation - Current

2,338

1 , 342

- Deferred

1,914

864

MAT Credit Entitlement

(1554)

(881)

Net Profit / Loss after Tax (PAT)

7,205

5,988

Other Comprehensive Income for the year (Net of Tax)

672

602

Total Comprehensive Income for the year (TCI)

7,877

6,590

Movement of Retained earnings

Opening balance of Retained earning

10,760

5,672

Add: Profit for the year

7,205

5,988

Less: Dividend paid during the year

433

0

Less: Transfer to General Reserve

1,100

900

Closing balance of Retained earnings

16,432

10,760

SHARE CAPITAL

The paid-up capital of the Company is Rs, 8,66,63,060/- consisting of 8,66,63,060 shares of Rs, 1/- each.

The Company proposes to transfer an amount of Rs, 1100 lakhs to the General Reserves. An amount of Rs, 16,432 lakhs is proposed to be retained in the statement of Profit and Loss.

DIVIDEND

Your Directors at the Board Meeting held on 24.05.2018 have recommended Dividend of Rs, 0.50 per share on the Equity Capital of the Company, for the year. For the previous year, the Company had paid a dividend of Rs, 0.50 per share which amounts to Rs, 433 lacs. The recommendation of the dividend by the Directors is in accordance with the “Dividend Distribution Policy” of the company.

TAXATION

An amount of Rs, 23.38 crore towards Current Tax,Rs, 19.14 crore towards Deferred tax and Rs, 15.54 crore towards MAT credit entitlement has been provided for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Review of Operations and Current Trends

A. BUILDING PRODUCTS DIVISION:

PRODUCTION

SALES

TURNOVER

PRODUCT

Qty. in M.T.

Qty. in M.T.

Rs, in Lakhs

31.03.18

31.03.17

31.03.18

31.03.17

31.03.18

31.03.17

Fibre Cement Sheets

5,43,489

4,94,874

5,36,111

4,97,320

52,069

45,720

Fibre Cement Boards

67,781

53,688

68,276

50,059

11,365

8,348

(a) Fibre Cement (FC) Sheets :

During the year under review, the Sales quantity of FC Sheets grown by around 9% compared to previous year. There was a revival in the demand for the sheets in the 3rd quarter and 4th quarter which was largely impacted by demonetisation during the previous year. New geographical markets for sales was explored amid stiff competition. Realisation also improved compared to last year by around 5%. RIL has achieved their highest ever sales volume in the year 17-18 and an equally improved realisation. Depreciation of Rupee also affected the raw material’s cost. Consistent and Judicious usage of raw materials and supplier negotiations helped to mitigate the impact.

Union Government’s initiatives on Rural development, good monsoon and Prime Minister’s Swachh Bharat Abhiyan scheme, Better minimum support prices to agriculture crop by the Government, resolving farmers issue, firming up of steel and iron prices will be boost for fibre cement products and trend may continue. Promotional efforts are vigorously taken to explore new potential areas with more customized products

(b) Fibre Cement Boards :

Efforts are taken to increase Production and Sales during the year under review. New variants with superior features were well received in the Market. Lot of Marketing initiatives such as Meets and TV Commercials done to create awareness of the various product range. While there has been increase in production compared to last year, Sales also have been increased compared to last year.

Sales of Boards has increased by 35% both in Volume & Value terms. New Export markets have been added and Export Sales has been very positive during the last financial Year, Further growth is expected in the coming quarters as new markets are being added.

Smart Build Operations offering complete solutions in Green Dry Construction to customers, was started in September 2017 and turnkey projects with an approximate value of '' 7 Crores are under execution which is promising venture. Also trading operations commenced for NA products during the year. Lot of Marketing initiatives such as Meets and TV Commercials done to create awareness of the various product range.

(c) Cement Clinker Grinding (CCG) Plant at Kharagpur, West Bengal:

The Plant had produced 73,260 M.T. of Cement during the year under review as against 73,677 M.T. of Cement during 2017-18.

The Sale of Cement decreased to 73,424 M.T, during the last year from 73,519 M.T. during 2017-18. The assets of the CGU have been sold during the year 2017-18.

(d) Fibre Cement Pressure Pipes:

Operations of Pressure Pipes continued to be under pressure owing to the sluggish market. The Union Government’s infrastructure initiatives are expected to increase the sale of this product.

B. WINDMILLS:

During the Financial Year 2017-18, the Wind energy was moderate with decrease of 3% compared to last year, from the existing 15 Wind Mills.

Position regarding Wind Mills was as follows:-Total Capacity Installed : 16.73 MW

Total Units generated : 300 Lakh Units (P.Y: 308 Lakh Units)

Income earned : Rs, 1,852 Lakhs (P.Y: Rs, 1728 Lakhs)

(by generation/sale of power)

C. COTTON YARN DIVISION - SRI RAMCO SPINNERS:

Production and Sales:

During the year 2017-18, the Unit had produced 25.30 Lakh Kgs. of Cotton Yarn as compared to 25.40 Lakh Kgs. produced during the previous year. The Unit had sold Yarn at 28.72 Lakh Kgs. (including traded yarn) during the year under review as against 27.85 Lakh Kgs. during 2016-17.

During the year under review, the performance of the Cotton yarn division was moderate when compared to previous year. The reduction in yarn selling price and increase in raw material cost affected the performance of the company during the year 2017-18.

With the moderation in cotton prices & stability in yarn prices, your Directors are hopeful in achieving satisfactory results during the year 2018-19.

D. OVERSEAS OPERATIONS OF SUBSIDIARIES - SRI RAMCO LANKA (PRIVATE) LIMITED AND SRI RAMCO ROOFINGS LANKA (PRIVATE) LIMITED, SRI LANKA:

There was a drop in volume due to adverse climatic conditions in the first quarter of last year.

At a Consolidated level of both the Companies, the Net Sales were SLR 35,285 lakhs (INR 14,823 lakhs) as against SLR 41,014 lakhs (INR 18,744 lakhs) during the corresponding previous year.

In accordance with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the subsidiaries is attached in Form AOC-1 as Annexure -1 to the Board’s’ Report.

CONSOLIDATED FINANCIAL STATEMENTS:

The company has 6 Associate Companies viz Rajapalayam Mills Limited, The Ramco Cements Limited and Ramco Systems Limited, Ontime Industrial Services Limited, Madurai Trans Carrier Limited and Lynks Logistics Limited.

As per provisions of Section 129(3) of the Companies Act,2013 and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI(LODR)], Companies are required to prepare Consolidated Financial Statements of its subsidiaries and Associates to be laid before the Annual General Meeting of the Company. Accordingly, the Consolidated financial Statements incorporating the accounts of Subsidiary Companies viz. (a) M/s. Sudharsanam Investments Limited, (b) Sri Ramco Lanka (Private) Limited, Sri Lanka and (c) SriRamco Roofings Lanka (Private) Limited, SriLanka and Associate Companies viz. Rajapalayam Mills Limited, The Ramco Cements Limited and Ramco Systems Limited along with 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 http://www.ramcoindltd.com/annual_report.html

Separate audited accounts in respect of the subsidiary companies are also made available at the Company’s website . The Company shall provide a copy of separate audited financial statements in respect of its subsidiary companies to any shareholder of the Company who asks for it.

The consolidated net profit after tax of the Company amounted to Rs, 78.79 crore for the year ended 31st March, 2018 as compared to Rs, 55.31 crore of the previous year.

The Consolidated Total Comprehensive Income for the year under review is Rs, 183.02 crores as against Rs, 210.37 crores of the previous year. DIRECTORS:

As informed in the Board’s Report for the year ended 31st March 2017, Shri.P.R.Venketrama Raja had been appointed as Chairman and Shri. P.V. Abinav Ramasubramaniam Raja as Managing Director with effect from 4th June 2017, consequent to the passing away of Shri.P.R.Ramasubrahmaneya Rajha.

In accordance with the provisions of the Companies Act, 2013 and the Company’s Articles of Association, Shri S.S.Ramachandra Raja (DIN :00331491), Director, retires by rotation and is eligible for re-election.

Pursuant to Rule 8 (5) (iii) of Companies (Accounts) Rules, 2014 it is reported that, there have been no changes in the Directors or Key Managerial Personnel during the year.

The Independent Directors hold office for a fixed term of 5 years and not liable to retire by rotation. No Independent Director has retired during the year.

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

At the Annual General Meeting held on 28-07-2014, the following Directors were appointed as Independent Directors for a period of 5 years from 01-04-2014 to 31-03-2019.

Shri. R.S.Agarwal

Shri. K .T .Ramachandran

They are eligible for reappointment for another period of 5 years as Independent Directors from 01-04-2019 to 31-03-2024. In accordance with Section 149(10) of the Companies Act, 2013, their reappointment has been proposed in the Notice convening the Annual General Meeting as Special Resolutions.

The Nomination and Remuneration Committee and Board of Directors at the Meeting held on 24-05-2018 have evaluated the performance of the Independent Directors and based on the contribution of the Directors, have recommended their reappointment.

The Audit Committee has four members, out of which three are Independent Directors. 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 has approved a policy relating to appointment and remuneration of Directors, Key Managerial Personnel and Other Employees.

As per Provision 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 Nomination and Remuneration Committee and this Policy shall be in compliance with the Companies Act, 2013 and LODR.

The web address of the Policy is - http://www.ramcoindltd/files/Nomination_and_Remuneration_Policy.pdf. The objective of the Nomination and Remuneration Policy is to ensure that the level and composition of remuneration is reasonable, the relationship of remuneration to performance is clear and appropriate to the long term goals of the Company.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmes for Familiarisation for Independent Directors about the nature of the Industry, Business model, roles, rights and responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2) of SEBI (LODR) Regulations the details of the Familiarisation Programme for Independent Directors are available at the Company’s website, at the following link at http://www.ramcoindltd.com/boards_of_directors.html.

The details of the familiarization programme are explained in the Corporate Governance Report also.

BOARD EVALUATION

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 17(10) of SEBI (LODR) Regulations, 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. Pursuant to Schedule II, Part D of SEBI (LODR) Regulations, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which will be based on attendance, expertise and contribution brought in by the Independent Director at the Board Meeting, which shall be taken into account at the time of reappointment of Independent Director.

MEETINGS

During the year, five Board meetings were held. In accordance with Clause 9 of Secretarial Standard 1, the details of 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.

SECRETARIAL STANDARD

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

PUBLIC DEPOSITS:

The Company had no fixed deposits. The Company has decided not to accept fresh deposits from 01.04.2014 and to avail the option provided under Section 74 of the Companies Act, 2013 and repaid all the existing deposits together with the accrued interest thereon by complying with the formalities required in this regard.

ORDERS PASSED BY THE REGULATORS

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.

INTERNAL FINANCIAL CONTROLS

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 & 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(4) of the Companies Act, 2013 the details of Loans, Guarantees and Investments are given in the notes of Disclosures forming part of separate Financial Statements.

AUDITS

STATUTORY AUDIT

The Companies Amendment Act, 2017, had removed the necessity for ratification of the appointment of Statutory Auditors, by Members at every Annual General Meeting 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.Ramakrishna Raja and Co., Chartered Accountants, (FRN:005333S) and M/s.SRSV & Associates, Chartered Accountants, (FRN:015041S), who have been appointed as the Statutory Auditors of the company at the 52nd Annual General Meeting would be the Auditors of the Company, till the conclusion of the 57th Annual General Meeting of the Company to be held in the year 2022.

The Auditors have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment.

The report of the Statutory Auditors for the year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark. COST AUDIT

The Board of Directors had approved the appointment of M/s.Geeyes & Co., Cost Accountants as the Cost Auditors of the Company to audit the Company’s Cost Records relating to manufacture of Fibre Cement Products (FCP & CSB), Cement Clinker Grinding and Cotton Yarn for the year 2018-19 at a remuneration of Rs, 2.50 lacs.

The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3) of the Act and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter relating to their remuneration had been included in the Notice convening the 53rd Annual General Meeting scheduled to be held on 3rd August,2018, for ratification by the Members.

The Cost Audit Report for the financial year 2016-17 is due to be filed with Ministry of Corporate Affairs by 30.09.2017 had been filed on 26.08.2017. The Cost Audit Report for the financial year 2017-18 is due to be filed within 180 days from the closure of the financial year and will be filed within the stipulated period.

SECRETARIAL AUDIT

M/s S. Krishnamurthy & Co., Company Secretaries, has been appointed to conduct the Secretarial Audit of the Company. Pursuant to the provisions of 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 as Annexure - 2. The report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

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 - 3

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance as stipulated in LODR. As required under Schedule V (C) of LODR, a report on Corporate Governance being followed by the Company is attached as Annexure - 4. As required under Schedule V (E) of LODR, a Certificate from the Statutory Auditors of the Company confirming the compliance is attached as Annexure - 5.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

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 which is based on the philosophy that “As the Organisation grows, the Society and Community around it also grows.”

The Company has undertaken various projects in the areas of education, health, rural development, water and sanitation, promotion and development of traditional arts, protection of national heritage, livelihood enhancement projects etc., largely in accordance with Schedule VII of the Companies Act, 2013.

The CSR obligation pursuant to Section 135(5) of the Companies Act, 2013, for the year 2017-18 is Rs, 61.30 lacs. As against this, the Company has spent Rs, 76.17 lacs on CSR. Further, the Company had spent a sum of Rs, 5.99 lacs on other social causes which do not qualify under the classifications listed out in Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure - 6.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

RISK MANAGEMENT POLICY

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and Regulation 17(9) of LODR, the Company has developed and implemented the Risk Management Policy. The policy envisages identification of risk and procedures for assessment and minimisation of risk thereof.

RELATED PARTY TRANSACTIONS

Prior approval / omnibus approval is obtained from the Audit Committee for all Related Party transactions and the transactions are also periodically placed before the Audit Committee for its approval. The particulars of contracts entered into by the Company during the year as per Form AOC 2 is enclosed as Annexure - 7.

No transaction with the related party is material in nature except transaction with Raja Charity Trust which was approved by Shareholders at 51st Annual General Meeting held on 04.08.2016, in accordance with Company’s “Related Party Transaction Policy” and Regulation 23 of LODR. In accordance with AS-24, the details of transactions with the related parties are set out in the Disclosures forming part of Financial Statements.

As required under Regulation 46 (2) (g) of LODR, the Related Party Transaction Policy is disclosed in the Company’s Website and its web link is - http://www.ramcoindltd.com/files/RELATED_PARTY_TRANSACTION_POLICY_RIL.pdf.

As required under Regulation 46(2)(h) of SEBI (LODR) Regulations, the Company’s Material Subsidiary Policy is disclosed in the Company’s Website and its web link is http://www.ramcoindltd.com/files/MATERIAL_SUBSIDIARY_ POLICY_2015.pdf

FUTURE OUTLOOK

Indian Rural economy after years of drought and poor monsoon has started showing growth prospect due to relatively good monsoon. The India Meteorological Department (IMD) has forecast a normal monsoon in 2018, with rainfall likely to be 97 % of the long-term average. The Union Budget for the year 2018-19 has focused on uplifting of the rural economy, strengthening of the agriculture sector, healthcare for the economically less privileged, infrastructure creation and MSME Sector which would augur well for the industry.

The country adopted the Goods and Services Tax (GST), a single tax to replace the existing Central and State multi taxes and levies. All the above factors are favourable for the sustained growth of the economy, specifically construction and infrastructure.

Your Company is prepared to meet the demand of the products and is taking initiatives to increase the market especially in Boards business. USD-INR volatility could be a dampener for the profitable growth.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 is attached as Annexure -8

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures in terms of provisions of Section 136(1), 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 Annexure - 9.

INDUSTRIAL RELATIONS a PERSONNEL

Industrial relations continue to be cordial and harmonious at all the Units. Employees at all levels are extending their fullest cooperation for the various cost reduction measures of the Company. There is a special thrust on Human Resources Development with a view to promoting creative and group effort.

SHARES

The Company’s shares are listed in BSE Limited and National Stock Exchange of India Limited and the Annual Listing Fees have been paid for the F.Y. 2018-19 respectively.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

(b) They had selected such accounting policies and applied them consistently and made judgements 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 on 31st March,2018 and of the profit of 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 financial controls are adequate and were operating effectively.

(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.

RESEARCH AND DEVELOPMENT EFFORTS

During the year, the company continued with research and development efforts in respect of economical mix and non-conventional fibres in production technology for manufacture of fibre cement sheets, calcium silicate boards, fibre cement boards and non-asbestos roofing sheets.

ACKNOWLEDGEMENT

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and co-operation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

On behalf of the Board of Directors

For RAMCO INDUSTRIES LIMITED

Place : Chennai P.R. VENKETRAMA RAJA

Date : 24-05-2018 CHAIRMAN


Mar 31, 2017

The Directors have pleasure in presenting their 52nd Annual Report and the Audited Accounts of the Company for the year ended 31st March 2017.

FINANCIAL RESULTS

For the

For the

Year ended

Year ended

31.03.2017

31.03.2016

Rs. in lakhs

Rs.in lakhs

Standalone

Standalone

Total Revenue

82,867

81,975

Operating Profit : Profit before Interest, Depreciation and Tax (PBIDT)

11,647

7,405

Less : Interest

3,354

3,978

Profit before Depreciation and Tax (PBDT)

8,293

3,427

Less : Depreciation

2,148

1,960

Add : Exceptional items

1,168

1,233

Net Profit/ Loss before Tax (PBT)

7,313

2,700

Less: Provision for Taxation - Current

1,342

139

- Deferred

864

(772)

MAT Credit Entitlement

(881)

-

Net Profit / Loss after Tax (PAT)

5,988

3,333

Add : Balance Profit from last year

5,672

3,586

Surplus for Appropriation

11,660

6,919

Appropriations :

1. Transfer to General Reserve

900

500

2. Dividend

-

694

3. Tax on Div''dend

-

53

Balance carried over to Balance Sheet

10,760

5,672

TOTAL

11,660

6,919

SHARE CAPITAL

The paid-up capital of the Company is Rs.8,66,63,060/- consisting of 8,66,63,060 shares of Rs.1/- each.

DIVIDEND

Your Directors at the Board Meeting held on 30.05.2017 have recommended Dividend of Rs.0.50/- per share on the Equity Capital of the Company, for the year. For the previous year, the Company had paid a dividend of '' 0.50/- per share which amounts to Rs.433.32 lacs. The recommendation of the dividend by the Directors is in accordance with the “Dividend Distribution Policy” of the Company.

TAXATION

An amount of Rs.13.42 crore towards Current Tax, Rs.8.64 crore towards Deferred tax and Rs.8.81 crore towards MAT credit entitlement has been provided for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Review of Operations and Current Trends

A. BUILDING PRODUCTS DIVISION:

PRODUCTION

SALES

TURNOVER

PRODUCT

Qty. in M.T.

Qty. in M.T.

Rs.in Lakhs

31.03.17

31.03.16

31.03.17

31.03.16

31.03.17

31.03.16

Fibre Cement Sheets

4,94,874

4,87,868

4,97,318

4,90,246

52,565

53,262

Calcium Silicate Boards

53,688

32,186

50,059

27,699

9,205

5,730

(a) Fibre Cement (FC) Sheets :

During the year under review, the Sales quantity of FC Sheets grown by around 1% compared to previous year. While there was a revival in the demand for the sheets, Demonetisation announced by the Union Government has been a dampener. Volumes were affected for nearly 3-4 months. Realisation dropped compared to last year due to competition. Depreciation of Rupee also affected the raw materials cost. Judicious usage of raw materials and supplier negotiations helped to mitigate the impact.

Union Government’s initiatives on Rural development, good monsoon and Prime Minister’s Swachh Bharat Abhiyan scheme will be boost for fibre cement products and trend may continue. Promotional efforts are vigorously taken to explore new potential areas with more customized products.

(b) Calcium Silicate Boards (CSBs):

Efforts are taken to increase Production and Sales during the year under review. New variants with superior features were well received in the Market. Lot of Marketing initiatives such as Meets and TV Commercials done to create awareness of the various product range. While there has been increase in production compared to last year, Sales also have been increased compared to last year.

(c) Cement Clinker Grinding (CCG) Plant at Kharagpur, West Bengal :

The Plant had produced 73,677 M.T. of Cement during the year under review as against 1,16,077 M.T. of Cement during the previous year.

The Sale of Cement decreased to 73,519 M.T. during the last year to 1,17,137 M.T. during 2016-17.

(d) Fibre Cement Pressure Pipes:

Operations of Pressure Pipes continued to be under pressure owing to the sluggish market. The Union Government’s infrastructure initiatives are expected to increase the sale of this product.

B. WIND MILLS:

During the Financial Year 2016-17, the Wind energy was good with increase of 43% compared to last year, from the existing 15 Wind Mills. Position regarding Wind Mills was as follows:-

Total Capacity Installed : 16.73 MW

Total Units generated : 308 Lakh Units (P.Y: 214 Lakh Units)

Income earned : Rs.1,728 Lakhs (P.Y: Rs.1,198 Lakhs)

(by generation/sale of power)

C. COTTON YARN DIVISION - SRI RAMCO SPINNERS:

Production and Sales:

During the year 2016-17, the Unit had produced 25.40 Lakh Kgs. of Cotton Yarn as compared to 30.54 Lakh Kgs. produced during the previous year. The Unit had sold Yarn at 27.85 Lakh Kgs. (including traded yarn) during the year under review as against 34.31 Lakh Kgs. during 2015-16.

During the year under review, the performance of the Cotton yarn division was good when compared to previous year. The reduction in yarn selling price was partially offset by the reduction in cotton price.

With the moderation in cotton prices & stability in yarn prices, your Directors are hopeful in achieving satisfactory results during the year 2017-18.

D. OVERSEAS OPERATIONS OF SUBSIDIARIES - SRI RAMCO LANKA (PRIVATE) LIMITED AND SRI RAMCO ROOFINGS LANKA (PRIVATE) LIMITED, SRI LANKA:

The production of FC plant of Sri Ramco Roofings Lanka (Private) Limited (SRRLPL), was 65,211 M.T. and Sales was 57,776 M.T. during the year under rev''ew, compared to 59,732 M.T. and 61,371 M.T. of last year.

And the production of Sri Ramco Lanka (Private) Limited was 73,206 M.T. and sales was 68,887 M.T. for the year under rev''ew as against 53,507 M.T. and 53,929 M.T. of last year.

At a Consolidated level of both the Companies, the Net Sales were SLR 41,014 lakhs (INR 18,744 lakhs) as against SLR 37,365 lakhs (INR 17,905 lakhs) during the corresponding previous year.

I n accordance with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the subsidiaries is attached in Form AOC-1 as Annexure -1 to the Board’s Report.

The Company proposes to transfer an amount of Rs.900 lakhs to the General Reserves. An amount of Rs.10,760 lakhs is proposed to be retained in the statement of Profit and Loss.

CONSOLIDATED FINANCIAL STATEMENTS:

As per provisions of Section 129(3) of the Companies Act,2013 and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI(LODR)], Companies are required to prepare Consolidated Financial Statements of its subsidiaries and Associates to be laid before the Annual General Meeting of the Company. Accordingly the Consolidated financial Statements incorporating the accounts of Subsidiary Companies viz. (a) M/s. Sudharsanam Investments Limited, (b) Sri Ramco Lanka (Private) Limited, Sri Lanka and (c) Sri Ramco Roofings Lanka (Private) Limited, Sri Lanka and Associate Company viz. The Ramco Cements Limited along with Auditors’ Report thereon, forms part of this Annual Report.

The Annual Report containing the Audited Statement of Accounts for the Subsidiary Companies and Associate Company are available at the Company’s website at the following link at http://www.ramcoindltd.com/financial-performance.aspx

The consolidated net profit of the Company amounted to Rs.55.31 crore for the year ended 31st March, 2017 as compared to Rs.57.48 crore of the previous year, on a standalone basis.

DIRECTORS:

The Board noted with deep regret the sudden demise of Shri P. R.Ramasubrahmaneya Rajha, Chairman on 11-05-2017. He was the Promoter-Founder of the Company and had been on the Board since the inception of the Company in 1965.

The Board may note that under his vision and leadership, the Company had grown to 10 Plants spread across nine states in India and 2 units in Sri Lanka with an aggregate production capacity of 1.2 million tonnes of fibre cement products per annum. Under his dynamic leadership the Company has grown to be one among the largest and most profitable Fibre cement roofing product manufacturers in India and Sri Lanka.

Further, the Company has also established Textile Units at Rajapalayam to export fine yarn products, diversified into Cement Grinding, Wind Energy and Green Dry Construction businesses.

The Company’s turnover has increased from Rs.23 lacs as on 31.03.1967 to Rs.943 crores as on 31.03.2017. The Company has had a record of consistently making profits and declaring dividends. Under his leadership, the Company has made industry best profits and also rewarded handsomely all the stakeholders of the Company.

He was also known for his business ethics, value systems and philanthropic activities. He not only led the Ramco Industries but was also the guiding force for the entire Ramco Group of Companies, which has made the Group, one of the most respected industrial houses in the country.

The Board placed on record the immense contribution, Shri P.R.Ramasubrahmaneya Rajha had made to the Company in its growth progress which had made RAMCO INDUSTRIES what it is today.

Shri P R Venketrama Raja, Director (DIN 00331406) had relinquished the post of Managing Director at the closing hours of 3rd June 2017 and continued to be a Director. Since his tenure in office is longest, as per the provisions of Section 152 of the Companies Act,2013 he will be retiring in the ensuing Annual General Meeting and seeking re-election as Director, liable to retire by rotation.

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors appointed Shri P.V. Abinav Ramasubramaniam Raja (DIN 07273249)as an Additional Director on 4.06.2017. Further he has also been appointed as Managing Director of the Company for a period of 5 years from 4-06-2017 to 3-06-2022. The resolutions for his appointment as Director not liable to retire by rotation and as Managing Director and remuneration payable to him have been included in the Notice convening 52nd Annual General Meeting for the approval of Members.

The Independent Directors hold office for a fixed term of 5 years and not liable to retire by rotation. No Independent Director has retired during the year.

Pursuant to Rule 8 (5) (iii) of Companies (Accounts) Rules, 2014 it is reported that, other than the above, there have been no changes in the Directors or Key Managerial Personnel during the year.

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

All the three members of the Audit Committee are Independent Directors. 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 has approved a policy relating to appointment and remuneration of Directors, Key Managerial Personnel and Other Employees. The objective of the Nomination and Remuneration Policy is to ensure that the level and composition of remuneration is reasonable, the relationship of remuneration to performance is clear and appropriate to the long term goals of the Company.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmes for Familiarization for Independent Directors about the nature of the Industry, Business model, roles, rights and responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2) of SEBI (LODR) Regulations the details of the Familiarization Programme for Independent Directors are available at the Company’s website, at the following link at http://www.ramcoindltd.com/boards_of_ directors.html

The details of the familiarization programme are explained in the Corporate Governance Report also.

BOARD EVALUATION:

Pursuant to Section 134(3)(p) of the Companies Act, 2013 and Regulation 25(4) of SEBI (LODR) Regulations, 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. Pursuant to Schedule II, Part D of SEBI (LODR) Regulations, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which will be based on attendance, expertise and contribution brought in by the Independent Director at the Board Meeting, which shall be taken into account at the time of reappointment of Independent Director.

MEETINGS :

During the year, four Board Meetings were held. In accordance with Clause 9 of Secretarial Standard 1, 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.

PUBLIC DEPOSITS :

The Company had no fixed deposits. The Company has decided not to accept fresh deposits from 01.04.2014 and to avail the option provided under Section 74 of the Companies Act, 2013 and repaid all the existing deposits together with the accrued interest thereon by complying with the formalities required in this regard during 2014-15.

ORDERS PASSED BY THE REGULATORS :

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.

INTERNAL FINANCIAL CONTROLS :

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

Pursuant to Section 186(4) of the Companies Act, 2013, the details of Loans, Guarantees and Investments are provided under Note Nos. 39,43(19), 43(21) Of Disclosures forming part of separate Financial Statements.

AUDITS :

STATUTORY AUDIT

As per the provisions of Section 139 of the Companies Act, 2013, the term of Office of M/s. M.S. Jagannathan & N. Krishnaswami, Chartered Accountants, and M/s. CNGSN & Associates LLP, Chartered Accountants, come to an end at the close of the 52nd Annual General Meeting of the Company.

M/s. M.S. Jagannathan & N. Krishnaswami, Chartered Accountants, were the Auditors of the Company since 1975-76 and M/s. CNGSN & Associates LLP, Chartered Accountants, were the Auditors of the Company since 2003-04. The Board of Directors wish to place on record their sincere appreciation for the services rendered by M/s. M.S. Jagannathan & N. Krishnaswami, Chartered Accountants, and M/s. CNGSN & Associates LLP, Chartered Accountants, as the Statutory Auditors of the Company, during their association with the Company.

Subject to the approval of the Members of the Company at the ensuing 52nd Annual General Meeting, the Board of Directors have recommended the appointment of M/s. Ramakrishna Raja And Co., Chartered Accountants and M/s. SRSV & Associates, Chartered Accountants, as Statutory Auditors of the Company, pursuant to Section 139 of the Companies Act, 2013. The Audit Committee at its Meeting held on 29.05.2017 had recommended their appointment as Statutory Auditors, pursuant to Section 139(11) of the Companies Act, 2013. Written consents from the incoming auditors have been obtained, confirming that they satisfy the legal requirements for their appointment. The proposal relating to their appointment has been included in the notice convening the 52nd Annual General Meeting of the Company. They shall hold office from the conclusion of 52nd Annual General Meeting 57th Annual General Meeting and the matter relating to the Auditors’ appointment will be placed before the Members for their ratification at every intervening Annual General Meeting.

The report of M/s. M.S. Jagannathan & N. Krishnaswami, Chartered Accountants, and M/s. CNGSN & Associates LLP, Chartered Accountants, viz., the Statutory Auditors for the year ended 31st March, 2017 does not contain any qualification, reservation or adverse remark.

COST AUDIT :

The Board of Directors had approved the appointment of M/s.Geeyes & Co., Cost Accountants as the Cost Auditors of the Company to audit the Company’s Cost Records relating to manufacture of Fibre Cement Products (FCP & CSB), Cement Clinker Grinding and Cotton Yarn for the year 2017-18 at a remuneration of Rs.2.50 lakhs.

The remuneration of the cost auditor for the year 2017-18 is required to be ratified by the members in accordance with the provisions of Section 148(3) of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter relating to their remuneration had been included in the Notice convening the 52nd Annual General Meeting scheduled to be held on 04.08.2017, for ratification by the Members.

The Cost Audit Report for the financial year 2015-16 due to be filed with Ministry of Corporate Affairs by 30.09.2016, had been filed on 06.09.2016. The Cost Audit Report for the financial year 2016-17 is due to be filed within 180 days from the closure of the financial year and will be filed within the stipulated period.

SECRETARIAL AUDIT :

M/s S.Krishnamurthy & Co., Company Secretaries, have been appointed to conduct the Secretarial Audit of the Company. Pursuant to the Section 204 (1) of the Companies Act, 2013, the Secretarial Audit Report submitted by the Secretarial Auditors for the year ended 31st March, 2017 is attached as Annexure - 2. The report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN :

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 - 3.

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance as stipulated in SEBI (LODR) Regulations. As required under Schedule V (C) of SEBI (LODR) Regulations, a report on Corporate Governance being followed by the Company is attached as Annexure - 4. As required under Schedule V (E) of SEBI (LODR) Regulations, a Certificate from the Statutory Auditors confirming the compliance is attached as Annexure - 5.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

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 which is based on the philosophy that “As the Organisation grows, the Society and Community around it also grows.”

The Company has undertaken various projects in the areas of education, health, rural development, water and sanitation, promotion and development of traditional arts, protection of national heritage, livelihood enhancement projects etc., largely in accordance with Schedule VII of the Companies Act, 2013.

The CSR obligation pursuant to Section 135(5) of the Companies Act, 2013, for the year 2016-17 is Nil. However, the Company has spent Rs.74.39 lacs on CSR. Further, the Company had spent a sum of Rs.0.53 lacs on other social causes which do not qualify under the classifications listed out in Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure - 6.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY :

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI ( LODR ) Regulations, the Company has established Vigil mechanism as per the Whistle Blower Policy of the Company. The detail of the Whistle Blower Policy is hosted on the Company’s website at http://www.ramcoindltd.com/files/WHISTLE_BLOWER_POLICY.pdf

RISK MANAGEMENT POLICY:

Pursuant to the requirements of Section 134 (3) (n) of the Companies Act, 2013 and Regulation 17(9) of SEBI ( LODR ) Regulations, the Company has designed and implemented the Risk Management Policy. The policy envisages identification of risk and procedures for assessment and minimization of risk thereof.

RELATED PARTY TRANSACTIONS:

Prior approval / omnibus approval is obtained from the Audit Committee for all Related Party transactions and the transactions are also periodically placed before the Audit Committee for its approval. The particulars of contracts entered into by the Company during the year as per Form AOC 2 is enclosed as Annexure - 7.

No transaction with the related party is material in nature, except transaction with Raja Charity Trust which was approved by Shareholders at 51st Annual General Meeting held on 04.08.2016, 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 transactions with the related parties are set out in Note No.42 to the Balance Sheet.

As required under Regulation 46(2)(g) of SEBI (LODR) Regulations, the Related Party Transaction Policy is disclosed in the Company’s Website and its weblink is http://www.ramcoindltd.com/files/RELATED_PARTY_TRANSACTION_ POLICY_ RIL.pdf

As required under Regulation 46(2)(h) of SEBI (LODR) Regulations, the Company’s Material Subsidiary Policy is disclosed in the Company’s Website and its weblink is http://www.ramcoindltd.com/files/MATERIAL_SUBSIDIARY_ POLICY_2015.pdf

INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015. In pursuance of this notification, the Company, its subsidiary and associate companies had adopted Ind AS with effect from 01.04.2016. The Company’s financial results for the previous year ended 31.03.2016 had also been recast in accordance with Ind AS.

FUTURE OUTLOOK

Indian rural economy has been under stress due to poor monsoon and draught in many states in the earlier years resulting to slowdown of industry. With the thrust given in the Union Budget 2017-18 for agriculture growth and good monsoon in the last year we foresee revival of rural demand for our products.

The investments in infrastructure by Government of India are expected to give a boost to the construction activities. The moderate inflation will encourage investments in housing sector. In the backdrop of demonetization and the Government’s commitment to reforms and its initiatives relating to “Make in India” and ease of doing business in organized sector are expected to make good GDP growth. All these will positively impact the demand for Building Products in future. As all our plants are fully equipped and modernized with supporting logistics facilities, our Company will be able to take full advantage of the economic momentum in the coming years.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 is attached as Annexure - 8.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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 Annexure - 9.

INDUSTRIAL RELATIONS a PERSONNEL

The Company has 1,273 employees as on 31.03.2017. Industrial relations continue to be cordial and harmonious at all the Units. Employees at all levels are extending their fullest co-operation for the various cost reduction measures of the Company.

SHARES

The Company’s shares are listed in BSE Limited and National Stock Exchange of India Limited and the Annual Listing Fees have been paid for the F.Y. 2017-18 respectively.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

(a) They had followed the applicable accounting standards along with proper explanation relating to material departures, if any, in the preparation of the annual accounts for the year ended 31st March,2017;

(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 on 31st March,2017 and of the profit of 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 financial controls are adequate and were operating effectively.

(f) They had devised proper systems to ensure compliance with the prov''sions of all applicable laws and that such systems were adequate and operating effectively.

RESEARCH AND DEVELOPMENT EFFORTS

During the year, the company continued with research and development efforts in respect of economical mix and non-conventional fibres in production technology for manufacture of fibre cement sheets, calcium silicate boards, fibre cement boards and non-asbestos roofing sheets.

ACKNOWLEDGEMENT

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and co-operation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

On behalf of the Board of Directors

For RAMCO INDUSTRIES LIMITED

Place : Rajapalayam P.R. VENKETRAMA RAJA

Date : 04-06-2017 CHAIRMAN


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 49th Annual Report and the Audited Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS

For the For the Year ended Year ended 31.03.2014 31.03.2013 Rs. in lakhs Rs. in lakhs

Operating Profit: Profit before Interest, Depreciation and Tax (PBIDT) 6,212 12,606

Less: Interest and Finance charges 3,366 2,892

Profit before Depreciation and Tax (PBDT) 2,846 9,714

Less: Depreciation 4,325 3,318

Add: Exceptional items - 73

Profit / (Loss) before Tax (PBT) (1,479) 6,469

Less: Provision for Taxation

- Current - 1,290

Deferred (879) (270)

Profit / (Loss) after Tax (PAT) (600) 5,449

Add: Balance Profit from last year 2,535 994

Surplus for Appropriation 1,935 6,443

Transfer to General Reserve - 2,800

Interim Dividend-Rs. Nil per Equity Share (P.Y: Rs. 0.90 per Equity Share of Rs. 1 /- each) - 780

Final Dividend-Re 0.25 per Equity Share ( P.Y: Rs. 0.20 per Equity Share of Rs. 1 /- each) 216 173

Tax on Dividend 37 155

Balance carried over to Balance Sheet 1,682 2,535

TOTAL 1,935 6,443

SHARE CAPITAL

The paid-up capital of the Company is Rs. 8,66,63,060/- consisting of 8,66,63,060 shares of Rs. 1/- each.

DIVIDEND

Your Directors have pleasure in recommending a Dividend of Rs. 0.25 per Equity Share of X 1 /- each as part of continuous dividend track record of the Company.

TAXATION

In respect of Deferred Tax, an amount of Rs. 879 lakhs has been adjusted against liability.





TAXES AND DUTIES :

During the year under review, Customs/Central Excise Duties paid on the Company''s products amounted to Rs. 8,905.07 lakhs. Together with VAT and CST amounting to Rs. 5,954.99 lakhs, the Company''s total contribution to the Public Exchequer was Rs. 14,860.06 lakhs say Rs. 149 Crores.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The Company continues to take keen interest in conservation of energy and the information required under Section 217(1)(e) of the Companies Act, 1956, read with the relevant Rules, with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure which forms part of this Report.

INDUSTRIAL RELATIONS :

Industrial relations continue to be cordial and harmonious at all the Units. Employees are extending their fullest co-operation for the various cost reduction measures of the Company.

PARTICULARS OF EMPLOYEES :

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, as amended, the names and particulars of Employees are set out in the Annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Corporate Office of the Company.

RESEARCH AND DEVELOPMENT EFFORTS :

During the year under review, the Company continued its Research 6 Development efforts in respect of conventional and non- conventional Fibres and in production technology for manufacture of Fibre Cement Sheets/Calcium Silicate Boards.

INTERNAL CONTROL SYSTEM :

Your Company has adequate internal control procedures commensurate with the size and nature of its operations. The audit committee constituted by the Board of Directors is functioning effectively. All significant audit observations were discussed in the audit committee, which met four times during the year under review. ERP System developed by Ramco Systems Ltd., has been installed for online monitoring of all functions and management information reports are being used to have better control and to take decisions in time.

DIRECTORS :

We regret to report the sad demise of Dr.A. Ramakrishna on 20.08.2013. The Directors place on record Dr.A. Ramakrishna''s valuable and constructive contribution in the Board and Committee Meetings during his association of 7 years with the Company.

The Board of Directors at their meeting held on May 22, 2014 re-appointed Shri P.R. Venketrama Raja as Vice Chairman and Managing Director with effect from 1.04.2014 and approval of members for his re-appointment and remuneration payable is being sought at the ensuing 49th Annual General Meeting.

Shri M B N Rao, has been co-opted as an Additional Director by Board on 29.01.2014 and will hold Office till the date of the forthcoming Annual General Meeting. A Notice in writing has been received from a Member signifying his intention to propose the appointment of Shri M B N Rao as a Director at the Annual General Meeting.

As per provisions of Companies Act, 2013 the Board of Directors at their meeting held on May 22, 2014 nominated Shri K.T Ramachandran, Shri R.S. Agarwal and Shri M.B.N. Rao as Independent Directors for appointment by Members in the ensuing 49th Annual General Meeting. Further, various Committees of Board such as Nomination and Remuneration Committee, Stakeholders Relationship Committee were re- constituted and details of which will be mentioned elsewhere in the annual report.

In accordance with the provisions of the Companies Act, 2013/Articles of Association, Shri S.S. Ramachandra Raja is the Director who will be retiring by rotation and is eligible for re-election.

PUBLIC DEPOSITS :

The Total Deposits from the general public outstanding with the Company as on 31st March 2014 wereRs. 8.80 lakhs including the deposits renewed in accordance with Section 58A of the Companies Act, 1956.

As per provisions of Section 74 of the Companies Act, 2013 an option has been provided to repay the existing deposits accepted on or before 31.03.2014. The Company has decided not to accept fresh deposits from 01.04.2014 and to repay all the existing deposits by complying with the formalities required in this regard.

SHARES:

The Company''s shares are listed in Madras Stock Exchange, Bombay Stock Exchange and National Stock Exchange and Annual Listing Fees have been paid to the three Stock Exchanges for the F.Y. 2014-15.

AUDITORS :

M/s. M.S. Jagannathan ft N. Krishnaswami, Chartered Accountants and M/s. CNGSN 6 Associates, Chartered Accountants, are Auditors of the Company.

Under section 139 of the Companies Act,2013 a listed Company can appoint an Audit Firm as Auditor for a maximum of 2 terms of 5 consecutive years. However, they are eligible for re-appointment after a period of 5 years from the completion of such term. Both the Auditors have completed the maximum threshold limit of 10 consecutive years. However, a period of 3 years is given for compliance of the new requirement. Since a period of 3 years is available to continue with the existing Auditors, it is proposed to appoint them for remaining eligibility period of 3 years.

COST AUDITOR:

The Government has approved the Company''s proposal to appoint M/s. Geeyes St Co., Cost Accountants, Chennai for audit of cost accounts of the Company relating to Fibre Cement Products, Cement Clinker Grinding, Windmill operations and Textiles Divisions for the year ended 31.3.2014 on a remuneration of Rs. 2,50,000/-, exclusive of out-of-pocket expenses.

The Cost Audit Report for the financial year 2012-13 had been filed with Ministry of Corporate Affairs on 23.09.2013. The Cost Audit Report for the financial year 2013-14 is due to be filed within 180 days from the closure of the financial year and will be filed within the stipulated period.

Under Section 148 of the Companies Act, 2013, the Government is yet to notify the class of companies to which the Cost Audit is applicable. Based upon such notification as and when issued, the Company will be taking steps for implementation.

SUBSIDIARY COMPANIES :

Government of India, Ministry of Corporate Affairs, vide their General Circular No: 2/2011 dated 08.02.2011, has granted general exemption under Section 212(8) of the Companies Act, 1956 to the Companies from attaching the full text of the Financial Statements of the Subsidiaries along with the Company''s accounts/Annual Report subject to certain conditions being fulfilled. As required under the said general exemption Circular, the Consolidated Financial Statements have been presented in this Annual Report and the other required disclosures on the Company''s three Subsidiaries namely (a) M/s. Sudharsanam Investments Limited, (b) Sri Ramco Lanka (Private) Limited, Sri Lanka and (c) Sri Ramco Roofings Lanka (Private) Limited, Sri Lanka have also been made in this Report.

The Annual Accounts of the three Subsidiary Companies and the related detailed information will be made available to the Shareholders of the Company as also the Shareholders of the Subsidiary Companies seeking such information at any point of time. The Annual Accounts of the three Subsidiary Companies will also be kept for inspection by any Shareholder, at the Corporate Office of the Company and of the Subsidiary Companies concerned.

CONSOLIDATED FINANCIAL STATEMENTS:

As required under Accounting Standard 21, issued by The Institute of Chartered Accountants of India, the Audited Financial Statements of the parent Company and the three Subsidiary Companies have been consolidated and such Consolidated Financial Statements for the year ended 31.03.2014 along with the Auditors'' Report thereon are annexed hereto and the same form part of this Annual Report.

CORPORATE GOVERNANCE :

The Company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreements with the Stock Exchanges. A Report on Corporate Governance followed by the Company is enclosed. The Certificate from the Statutory Auditors of the Company, regarding compliance of the requirements under Corporate Governance stipulated by the Stock Exchanges has also been reproduced in this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT :

The Directors confirm that -

In the preparation of the annual accounts for the year ended 31st March 2014, the applicable Accounting Standards had been followed;

The selected accounting policies were applied consistently and judgments 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 Company at the end of the financial year and of the profit of the Company for that period;

Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act had been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The Annual Accounts were prepared on a going concern basis.

ACKNOWLEDGEMENT :

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and co- operation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

On behalf of the Board of Directors For RAMCO INDUSTRIES LIMITED

Place : CHENNAI P.R.RAMASUBRAHMANEYA RAJHA

Date : May 22, 2014 CHAIRMAN


Mar 31, 2013

The Directors have pleasure in presenting their 48th Annual Report and the Audited Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS

For the For the Year ended Year ended 31.03.2013 31.03.2012 Rs. In lacs Rs. In lacs

Operating Prof it : Prof it before Interest, Depreciation and Tax (PBIDT) 12,605 12,885

Less : Interest and Finance charges 2,891 2,415

Prof it before Depreciation and Tax (PBDT) 9,714 10,470

Less : Depreciation 3,317 3,339

Add : Exceptional items 153

Prof it before Tax (PBT) 6,469 7,284

Less: Provision for Taxation - Current 1,290 1,270

Deferred (270) (120)

Prof it after Tax (PAT) 5,449 6,134

Add : Balance Profi t from last year 994 867

Surplus for Appropriation 6,443 7,001

Transfer to General Reserve 2,800 4,900

nterim Dividend-Re.0.90 per Equity Share (PY: Re. 0.90 per Equity Share of Re.1/- each) 779 779

Final Dividend-Re.0.20 per Equity Share (PY: Re. 0.20 per Equity Share of Re.1/- each) 174 173

Tax on Dividend 155 155

Balance carried over to Balance Sheet 2,535 994

TOTAL 6,443 7,001

DIVIDEND

Your Directors have pleasure in recommending a Final Dividend of Re. 0.20 per Equity Share of Re.1/- each. Together with the Interim Dividend of Rs.0.90 per Equity Share of Re.1/- each paid during the year, the total Dividend for the year 2012-13 is Re.1.10 per Equity Share of Re.1/- each. (During the Previous Year 2011-12, an Interim Dividend of Re.0.90 and a Final Dividend of Re. 0.20 per Equity Share of Re.1/- each were paid making a total Dividend of Re.1.10 per Equity Share).

TAXATION

An amount of Rs.1,290 Lacs towards Current year Income-Tax, and Rs.155 Lacs towards Dividend Tax have been provided for the year 2012-13. In respect of Deferred Tax, an amount of Rs.270 Lacs has been adjusted against liability.

TAXES AND DUTIES :

During the year under review, Customs/Central Excise Duties paid on the Company''s products amounted to Rs.8,339.58 Lacs. Together with VAT and CST amounting to Rs.8,108.10 Lacs, the Company''s total contribution to the Public Exchequer was Rs.16,447.68 Lacs say Rs.164.48 Crores

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The Company continues to take keen interest in conservation of energy and the information required under Section 217(1)(e) of the Companies Act, 1956, read with the relevant Rules, with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure which forms part of this Report.

INDUSTRIAL RELATIONS :

ndustrial relations continue to be cordial and harmonious at all the Units. Employees are extending their fullest co-operation for the various cost reduction measures of the Company.

PARTICULARS OF EMPLOYEES :

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, as amended, the names and particulars of Employees are set out in the Annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Corporate Offi ce of the Company.

RESEARCH AND DEVELOPMENT EFFORTS :

During the year under review, the Company continued its Research & Development efforts in respect of conventional and non-conventiona Fibres and in production technology for manufacture of Fibre Cement Sheets/Calcium Silicate Boards

INTERNAL CONTROL SYSTEM :

Your Company has adequate internal control procedures commensurate with the size and nature of its operations. The audit committee constituted by the Board of Directors is functioning effectively. All signifi cant audit observations were discussed in the audit committee, which met fi ve times during the year under review. ERP System developed by Ramco Systems Ltd., has been installed for online monitoring of all functions and management information reports are being used to have better control and to take decisions in time

DIRECTORS :

The Board of Directors at their meeting held on 13.02.2013 re-appointed Shri.PR.Venketrama Raja as the Vice Chairman and Managing Director with effect from 28th June, 2013 and approval of members for his re-appointment and remuneration payable is being sought at the ensuing 48th Annual General Meeting

In accordance with the provisions of the Companies Act, 1956/Articles of Association, Shri PR.Ramasubrahmaneya Rajha and Dr.A.Ramakrishna are the Directors who will be retiring by rotation and are eligible for re-election

PUBLIC DEPOSITS :

The Total Deposits from the general public outstanding with the Company as on 31st March 2013 were Rs.14.90 Lacs including the deposits renewed in accordance with Section 58A of the Companies Act, 1956

SHARES :

The Annual Listing Fees have been paid to the three Stock Exchanges for the FY 2013-14

AUDITORS :

M/s. M.SJagannathan & N. Krishnaswami, Chartered Accountants and M/s. CNGSN & Associates, Chartered Accountants, Auditors of the Company retire at the end of the 48th Annual General Meeting and are eligible for re-appointment.

As per Orders issued by the Government of India, Ministry of Corporate Affairs, New Delhi, from the Financial Year commencing from 1st April, 2013, the Cost Audit is applicable to all divisions of the Company. Accordingly, the Board of Directors has appointed M/s. Geeyes & Co., Cost Accountants, Chennai, as the Cost Auditor for the Financial Year 2013-14

SUBSIDIARY COMPANIES :

Government of India, Ministry of Corporate Affairs, vide their General Circular No: 2/2011 dated 08.02.2011, has granted genera exemption under Section 212(8) of the Companies Act, 1956 to the Companies from attaching the full text of the Financial Statements of the Subsidiaries along with the Company''s accounts / Annual Report subject to certain conditions being fulfi lled. As required under the said general exemption Circular, the Consolidated Financial Statements have been presented in this Annual Report and the other required disclosures on the Company''s three Subsidiaries namely (a) M/s. Sudharsanam Investments Limited, (b) Sri Ramco Lanka (Private) Limited, Sri Lanka and (c) Sri Ramco Roofi ngs Lanka (Private) Limited, Sri Lanka have also been made in this Report.

The Annual Accounts of the three Subsidiary Companies and the related detailed information will be made available to the Shareholders of the Company as also the Shareholders of the Subsidiary Companies seeking such information at any point of time. The Annua Accounts of the three Subsidiary Companies will also be kept for inspection by any Shareholder, at the Corporate Offi ce of the Company and of the Subsidiary Companies concerned

CONSOLIDATED FINANCIAL STATEMENTS :

As required under Accounting Standard 21, issued by The Institute of Chartered Accountants of India, the Audited Financial Statements of the parent Company and the three Subsidiary Companies have been consolidated and such Consolidated Financial Statements for the year ended 31.03.2013 along with the Auditors'' Report thereon are annexed hereto and the same form part of this Annual Report.

CORPORATE GOVERNANCE :

The Company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreements with the Stock Exchanges. A Report on Corporate Governance followed by the Company is enclosed. The Certifi cate from the Statutory Auditors of the Company, regarding compliance of the requirements under Corporate Governance stipulated by the Stock Exchanges has also been reproduced in this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT :

The Directors confi rm that :-

In the preparation of the annual accounts for the year ended 31st March 2013, the applicable Accounting Standards had been followed

The selected accounting policies were applied consistently and judgments 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 Company at the end of the fi nancial year and of the profi t of the Company for that period;

Proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act had been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The Annual Accounts were prepared on a going concern basis

ACKNOWLEDGEMENT

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and co-operation They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors wish to place on record their appreciation of employees at all levels for their commitment and their contribution

On behalf of the Board of Directors

For RAMCO INDUSTRIES LIMITED

PR.RAMASUBRAHMANEYA RAJHA

Chairman

CHENNAI

30.05.2013


Mar 31, 2012

The Directors have pleasure in presenting their 47th Annual Report and the Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS For the For the Year ended Year ended 31.03.2012 31.03.2011 (Rs in Lakhs) (Rs in Lakhs)

Operating Profit : Profit before Interest, Depreciation and Tax (PBIDT) 12,885 11,927

Less : Interest and Finance charges 2,415 2,068

Profit before Depreciation and Tax (PBDT) 10,470 9,859 Less : Depreciation 3,339 2,948

Add : Exceptional items 153 -

Profit before Tax (PBT) 7,284 6,911

Less: Provision for Taxation - Current 1,270 1,820

Deferred (120) (230)

Profit after Tax (PAT) 6,134 5,321

Add : Balance Profit from last year 867 654

Surplus for Appropriation 7,001 5,975

Transfer to General Reserve 4,900 4,200

Interim Dividend - Rs 0.90 per Equity Share 779 433 (P.Y: Rs0.50 per Equity Share of Rs 1/- each)

Final Dividend-Rs 0.20 per Equity Share 173 347 (P.Y: Rs0.40 per Equity Share of Rs 1/- each)

Tax on Dividend 155 128

Balance carried over to Balance Sheet 994 867

TOTAL 7,001 5,975

DIVIDEND

Your Directors have pleasure in recommending a Final Dividend of Rs 0.20 per Equity Share of Rs 1/- each. Together with the Interim Dividend of Rs 0.90 per Equity Share of Rs 1/- each paid during the year, the total Dividend for the year 2011-12 is Rs 1.10 per Equity Share ofRs 1/- each. (During the Previous Year 2010-11, an Interim Dividend of Rs 0.50 and a Final Dividend of Rs 0.40 per Equity Share of Rs1/- each were paid making a total Dividend of Rs 0.90 per Equity Share).

TAXATION

An amount of Rs 1,270 Lakhs towards Current year Income-Tax and Rs 155 Lakhs towards Dividend Tax have been provided for the year 2011-12. In respect of Deferred Tax, an amount of Rs 120 Lakhs has been adjusted against liability.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors confirm that -

In the preparation of the annual accounts for the year ended 31st March 2012, the applicable Accounting Standards had been followed:

The selected accounting policies were applied consistently and judgments 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 Company at the end of the financial year and of the profit of the Company for that period;

Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act had been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The Annual Accounts were prepared on a going concern basis.

ACKNOWLEDGEMENT:

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and co-operation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

On behalf of the Board of Directors

For RAMCO INDUSTRIES LIMITED

Place : CHENNAI P.R. RAMASUBRAHMANEYA RAJHA

Date : 24.05.2012 Chairman


Mar 31, 2011

The Directors have pleasure in presenting their 46th Annual Report and the Audited Accounts of the Company for the year ended 31st March 2011.

For the For the Year ended Year ended 31.03.2011 31.03.2010 (Rs in Lakhs) (Rs in Lakhs)

FINANCIAL RESULTS

Operating Profit : Profit before Interest, Depreciation and Tax (PBIDT) 11862 11876

Less : Interest and Finance charges 2003 2122

Profit before Depreciation and Tax (PBDT) 9859 9754

Less : Depreciation 2948 2895

Profit before Tax (PBT) 6911 6859

Less: Provision for Taxation - Current 1820 1800

-Deferred (230) (300)

Profit after Tax (PAT) 5321 5359

Add : Balance Profit from last year 654 356

Surplus for Appropriation 5975 5715

Transfer to General Reserve 4200 4200

1st Interim Dividend-Re.0.50 per Equity Share 433 390 (P.Y: Re.0.45 per Equity Share of Re.1/- each)

Final Dividend- Re.0.40 per Equity Share 347 347 (P.Y: Re.0.40 per Equity Share of Re.1/- each)

Tax on Dividend 128 124

Balance carried over to Balance Sheet 867 654

TOTAL 5975 5715

DIVIDEND

Your Directors have pleasure in recommending a Final Dividend of Re.0.40 per Equity Share of Re.1/- each. Together with the Interim Dividend of Rs.0.50 per Equity Share of Re.1/- each paid during the year, the total Dividend for the year 2010-11 is Re.0.90 per Equity Share of Re.1/- each. (During the Previous Year 2009-10, an Interim Dividend of Re.0.45 and a Final Dividend of Re.0.40 per Equity Share of Re.1/- each were paid making a total Dividend of Re.0.85 per Equity Share).

TAXATION

An amount of Rs. 1820 Lakhs towards Current year Income-Tax, and Rs. 128 Lakhs towards Dividend Tax have been provided for the year 2010-11. In respect of Deferred Tax, an amount of Rs. 230 Lakhs has been adjusted against liability.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company continues to take keen interest in conservation of energy and the information required under Section 217(1)(e) of the Companies Act, 1956, read with the relevant Rules, with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure which forms part of this Report.

INDUSTRIAL RELATIONS:

Industrial relations continue to be cordial and harmonious at all the Units. Employees are extending their fullest co-operation for the various cost reduction measures of the Company.

PARTICULARS OF EMPLOYEES:

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, as amended, the names and particulars of Employees are set out in the Annexure to the Directors Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Corporate Office of the Company.

RESEARCH AND DEVELOPMENT EFFORTS:

During the year under review, the Company continued its Research & Development efforts in respect of conventional and non- conventional Fibres and in production technology for manufacture of Fibre Cement Sheets/Calcium Silicate Boards.

DIRECTORS:

Since the last AGM held on 02.08.2010, there had been no change in the composition of the Board of Directors. In accordance with the provisions of the Companies Act, 1956 / Articles of Association, Shri N.K. Shrikantan Raja and Shri S.S. Ramachandra Raja are the Directors who will be retiring by rotation and are eligible for re-election.

PUBLIC DEPOSITS:

The Total Deposits from the general public outstanding with the Company as on 31st March 2011 were Rs. 13.91 Lakhs including the deposits renewed in accordance with Section 58A of the Companies Act, 1956.

SHARES:

The Annual Listing Fees have been paid to the three Stock Exchanges for the F. Y 2011-12.

AUDITORS:

M/s. M.S. Jagannathan & N. Krishnaswami, Chartered Accountants and M/s. CNGSN & Associates, Chartered Accountants, Auditors of the Company retire at the end of the 46th Annual General Meeting and are eligible for re-appointment.

As per Orders dated 2nd and 3rd May, 2011 issued by the Government of India, Ministry of Corporate Affairs, New Delhi, from the Financial Year commencing from 01.04.2011, the Cost Accounting Records (pertaining to the Companys Clinker Grinding Unit at

Kharagpur, West Bengal and Power Generation activities) will have to be audited by a Cost Auditor. Accordingly the Board of Directors has appointed Geyes & Co., Cost Accountants, Chennai, as the Cost Auditor for the F. Y 2011-12.

SUBSIDIARY COMPANIES :

Government of India, Ministry of Corporate Affairs, vide their General Circular No: 2/2011 dated 08.02.2011, has granted general exemption under Section 212(8) of the Companies Act, 1956 to the Companies from attaching the full text of the Financial Statements of the Subsidiaries along with the Companys accounts / Annual Report subject to certain conditions being fulfilled. As required under the said general exemption Circular, the Consolidated Financial Statements have been presented in this Annual Report and the other required disclosures on the Companys three Subsidiaries namely (a) M/s. Sudharsanam Investments Limited, (b) Sri Ramco Lanka (Private) Limited, Sri Lanka and (c) Sri Ramco Roofings Lanka Private Limited, Sri Lanka have also been made in this Report.

The Annual Accounts of the three Subsidiary Companies and the related detailed information will be made available to the Share holders of the Company as also the Shareholders of the Subsidiary Companies seeking such information at any point of time. The Annual Accounts of the three Subsidiary Companies will also be kept for inspection by any Shareholder, at the Corporate Office of the Company and of the Subsidiary Companies concerned.

CONSOLIDATED FINANCIAL STATEMENTS:

As required under Accounting Standard 21, issued by The Institute of Chartered Accountants of India, the Audited Financial Statements of the parent Company and the three Subsidiary Companies have been consolidated and such Consolidated Financial Statements for the year ended 31.03.2011 along with the Auditors Report thereon are annexed hereto and the same form part of this Annual Report.

CORPORATE GOVERNANCE:

The Company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreements with the Stock Exchanges. A Report on Corporate Governance followed by the Company is enclosed. The Certificate from the Statutory Auditors of the Company, regarding compliance of the requirements under Corporate Governance stipulated by the Stock Exchanges has also been reproduced in this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors confirm that –

In the preparation of the annual accounts for the year ended 31st March 2011, the applicable Accounting Standards had been followed;

The selected accounting policies were applied consistently and judgments 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 Company at the end of the financial year and of the profit of the Company for that period;

Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act had been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The Annual Accounts were prepared on a going concern basis.

ACKNOWLEDGEMENT

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and co- operation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

On behalf of the Board of Directors For RAMCO INDUSTRIES LIMITED

Place : CHENNAI P.R. RAMASUBRAHMANEYA RAJHA Date : 25.05.2011 Chairman


Mar 31, 2010

The Directors have pleasure in presenting their 45th Annual Report and the Audited Accounts of the Company for the Year ended 31st March 2010.

For the For the Year ended Year ended 31.03.2010 31.03.2009 (Rs in Lakhs) (Rs in Lakhs)

FINANCIAL RESULTS

Operating Profit : Profit before Interest, Depreciation and Tax (PBIDT) 11876 10227

Less : Interest and Finance charges 2122 2526

Profit before Depreciation and Tax (PBDT) 9754 7701

Less : Depreciation 2895 3066

Profit before Tax (PBT) 6859 4635

Less : Provision for Taxation - Current 1800 1300

Deferred (300) (275)

Fringe Benefit - 45

Profit after Tax (PAT) 5359 3565

Add : Balance Profit from last year 356 351

Surplus for Appropriation 5715 3916

Transfer to General Reserve 4200 2800

1st Interim Dividend-Re.0.45 per Equity Share* (P.Y:Rs.5.00 per Equity Share of Rs.10/- each) 390 217

2nd Interim Dividend-(P.Y: Rs.5.00 per Equity Share of Rs.10/- each) Nil 217

Final Dividend-Re.0.40 per Equity Share* (P.Y: Rs.5.00 per Equity Share of Rs.10 each) 347 216

Tax on Dividend 124 110

Balance carried over to Balance Sheet 654 356

TOTAL 5715 3916

* on the Post-Stock Split and Post-Bonus Paid-up Capital of Rs.8,66,63,060/- comprising 8,66,63,060 Equity Shares of Re.1/- each.

DIVIDEND

Your Directors have pleasure in recommending a Final Dividend of Re.0.40 per Equity Share of Re.1/- each (P.Y: Rs.5.00 per Equity Share of Rs.10/-each ie. before the Stock Split and issue of Bonus Shares in the ratio of 1:1). Together with the Interim Dividend of Re.0.45 per Equity Share of Re.1/- each paid during the year, (P.Y: Two Interim Dividends of each Rs.5.00 per Equity Share of Rs.10/- each) the Total Dividend for the year 2009-10 is Re. 0.85 per Equity Share of Re.1/- each (P.Y: Rs.15.00 per Equity Share of Rs.10/- each).

TAXATION

An amount of Rs.1,800 Lakhs towards Current year Income-Tax and Rs.124 Lakhs towards Dividend Tax have been provided for the year 2009-10. In respect of Deferred Tax, an amount of Rs.300 Lakhs has been adjusted against liability.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Review of Operations and Current Trends

A. BUILDING PRODUCTS DIVISION

PRODUCTION SALES TURNOVER PRODUCT Qty. in M.T. Qty. in M.T. Rs. in Lakhs

31.03.10 31.03.09 31.03.10 31.03.09 31.03.10 31.03.09

Fibre Cement Sheets 4,93,213 4,66,120 4,66,250 4,40,362 34,889 30,507

Calcium Silicate Boards 11,969 11,887 11,216 10,823 2,232 2,041

(a) Fibre Cement (FC) Sheets

Production and Sale of F.C. Sheets during the year 2009-10 were moderately higher when compared to the previous year, in tune with the demand and supply positions for the F.C. Sheets in the Country.

However, with higher sales realisation, turnover had increased by 14.4%. Further, with effective control over expenses, profitability of the F.C. Sheets Division had improved during the year under review, despite increase in cost of major Raw Materials viz., Fibre and Cement.

Your Directors have pleasure to inform that additional capacities are being added and the implementation of the new project for manufacture of F.C. Products at the SIPCOT Industrial Growth Centre, Gangaikondan, Tirunelveli District, Tamilnadu is progressing on schedule. Commercial Production from this Plant is expected shortly, taking the number of Plants manufacturing F.C. Products to eight.

Further, setting up of another new Plant for manufacture of F.C. Products has also been taken up at the Industrial Area, Bihiya, Bhojpur District in the State of Bihar to cater to the markets of the Eastern and North Eastern Regions. This Plant will also have an Installed Capacity of 1.20 Lakh M.T and the estimated Cost of the Project is about Rs.35 Crores. For this Project, about 20 Acres of Land has been taken on Lease for 90 Years from Bihar Industrial Area Development Authority, Patna.

(b) Fibre Cement Pressure Pipes

In the Pressure Pipes Division, an amount of Rs.150 Lakhs has been received as the Minimum Licence Fee during the year under review from M/s. Kanoria Sugar and General Manufacturing Company Limited, the Licencee, for the production of 7,991 M.T. (previous year: Rs.228 Lakhs as Licence Fee for the production of 25,309 M.T.). Due to sluggish demand, the Licencee was not able to produce and sell higher volumes of the Pressure Pipes.

(c) Calcium Silicate Boards (CSBs)

During 2009-10, quantitative Production and Sale of CSBs were slightly higher when compared to the previous year as indicated above. The Turnover for the year was at Rs.2,232 Lakhs as against Rs.2041 Lakhs during the previous year.

The implementation of the new CSB Project at Rajasthan was kept on hold in view of the unfavorable market scenario. Same will be taken up as soon as the market conditions turn favorable.

(d) Cement Clinker Grinding (CCG) Plant at Kharagpur, W.B

With the arrangements for continuous supply of Clinker and sale of Cement, the CCG Plant had reported good performance during the year under review. The Plant had produced 1,05,320 M.T of Cement during the year under review as against 54,487 M.T of Cement during the previous year, registering a considerable growth. Similarly, Sale of Cement (including the Cement used as captive consumption in the Sheet Plant) also increased substantially from 54,973 M.T during the last year to 1,05,534 M.T during 2009-10.

(e) Plastic Storage Container Plants at Maksi and Silvassa

During the year under review, your Directors have taken a conscious decision to exit from the production and sale of the Plastic Storage Containers, considering the lower profit margin available in this type of operation. This would also enable focused attention to production of F.C. Sheets and CSBs. The machineries used in this production (which cannot be used in FC Sheet Division also) with an aggregate Written Down Value of Rs.142.49 Lacs are proposed to be sold to some of the small time operators in this line of production, who have shown interest in buying the machineries. Keeping in view the expected sale price for the said machineries, adequate provision has been made in the 2009-10 Accounts for Impairment of the Assets as per the applicable Accounting Standard issued by the Institute of Chartered Accountants of India.

B. WIND MILLS

During the Financial Year 2009-10, no new Wind Mill was commissioned and hence the total number of Wind Mills stands at the same 14.

Position regarding Wind Mills was as follows :- Total Capacity Installed : 16.40 MW

Total Units generated : 369 Lakh Units (P.Y: 335 Lakh Units)

Income earned* : Rs.1200 Lakhs (P.Y: Rs.1168 Lakhs) * (by generation/sale of power)

C. COTTON YARN DIVISION-SRI RAMCO SPINNERS

Production and Sales

During the year 2009-10, with the demand for Yarn picking up in the last 4 months, the Unit had produced 33.24 Lakh Kgs. of Cotton Yarn as compared to 26.19 Lakh Kgs. produced during the previous year. The Unit had registered a good performance with its sale of Yarn of 33.66 Lakh Kgs during the year under review as against 26.63 Lakh Kgs during 2008-09. Turnover for the year was also considerably higher at Rs.7,186 Lakhs compared to Rs.5,530 Lakhs in the previous year.

Outlook for 2010-11

Though the Cotton prices continue to be high, with the expected good demand for the Yarn and higher realizations, the Unit will, in all probability, be in a position to achieve satisfactory results.

The Board of Directors thank M/s. Mitsubishi Corporation and M/s. Doko Spinning Company Ltd., Japan for their continued support.

D. OVERSEAS OPERATIONS - SRI RAMCO LANKA (PRIVATE) LIMITED, SRI LANKA

The production at the FC Sheet Plant of the Company’s Wholly Owned Subsidiary in Sri Lanka, was 80,563 M.T. during the year ended 31.3.2010 as against 88,161 M.T. during the corresponding previous year. The Subsidiary sold 81,308 M.T. during 2009- 10 as compared to 85,117 M.T. during 2008-09. The Net Sales was SLR.18,177 Lakhs (INR.7,498 Lakhs) as against SLR 19,441 Lakhs (INR 8,138 Lakhs) during the corresponding previous year.

With the economic scenario improving in Sri Lanka, it has been proposed to set up a second Unit in Sri Lanka with an Installed Capacity of 72,000 M.T at an estimated cost of SLR.780 Million (Indian Rs.30 Crores). The Subsidiary is expected to show better results from the next F.Y onwards.

TAXES AND DUTIES

During the year under review, Customs / Central Excise Duties paid on the Company’s products amounted to Rs.34.15 Crores. Together with VAT, CST etc., the Company’s contribution to the Public Exchequer was Rs.85.86 Crores.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company continues to take keen interest in conservation of energy and the information required under Section 217(1)(e) of the Companies Act, 1956, read with the relevant Rules, with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure which forms part of this Report.

INDUSTRIAL RELATIONS

Industrial relations continue to be cordial and harmonious at all the Units. Employees are extending their fullest co-operation for the various cost reduction measures of the Company.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, though not given in this Report, is available for inspection by the Members at the Registered/Corporate office of the Company during the working hours as per the proviso (b) (iv) to Section 219(1) of the Companies Act, 1956. Any member interested in obtaining a copy of the said particulars may write to the Corporate Office of the Company.

RESEARCH AND DEVELOPMENT EFFORTS

During the year under review, the Company continued its Research & Development efforts in respect of conventional and non- conventional Fibres and in production technology for manufacture of Fibre Cement Sheets/Calcium Silicate Boards.

DIRECTORS

Since the last AGM held on 05.08.2009, there has been no change in the composition of the Board of Directors. In accordance with the provisions of the Companies Act, 1956 / Articles of Association, Shri P.R. Ramasubrahmaneya Rajha and Dr. A. Ramakrishna are the Directors who will be retiring by rotation and are eligible for re-election.

PUBLIC DEPOSITS

The Total Deposits from the general public outstanding with the Company as on 31st March 2010 were Rs.17.57 Lakhs including the deposits renewed in accordance with Section 58A of the Companies Act, 1956.

SHARES

With the approval of the Members of the Company at the Extraordinary General Meeting held on 03.09.2009 and with the approvals from the Ministry of Corporate Affairs, New Delhi, Authorized Share Capital of the Company was increased to Rs.20 Crores; Face Value of each of the Company’s Equity Shares of Rs.10/- was sub-divided into 10 Equity Shares of Face Value Re.1/- each and also Bonus Shares in the ratio of 1:1 were issued during September 2009. The sub-divided Equity Shares of Re.1/- each and the new Bonus Shares were listed immediately in the three Stock Exchanges viz.,The Madras Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the Company’s Shares are already listed. The Annual Listing Fees have also been paid to the three Stock Exchanges for the F.Y 2010-11.

AUDITORS

M/s. M.S. Jagannathan & N. Krishnaswami, Chartered Accountants and M/s. CNGSN & Associates, Chartered Accountants, Auditors of the Company retire at the end of the 45th Annual General Meeting and are eligible for re-appointment.

SUBSIDIARIES

Government of India, Ministry of Company Affairs, vide their letter No: 47/284/2010 – CL III dated 29.04.2010, have conveyed their approval under Section 212(8) of the Companies Act, 1956 exempting the Company from attaching the full text of the Financial Statements of the Company’s two Subsidiaries viz., M/s. Sudharsanam Investments Limited, India and M/s. Sri Ramco Lanka (Private) Limited, Sri Lanka, along with the Company’s accounts for the year ended 31.3.2010.

However, as required under the said approval, necessary disclosures have been made in respect of the two Subsidiary Companies, in the Statements (furnished in this Report) pursuant to Sec. 212 of the Companies Act, 1956. Details of the Accounts of the above two Subsidiaries will also be uploaded in the Company’s Website.

The Audited Annual Accounts of the two Subsidiaries and any other information will be made available to the Investors of the Company/ Subsidiaries seeking such information at any point of time. The Annual Accounts of the Subsidiary Companies will also be kept for inspection by any Investor at the Corporate Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Accounting Standard 21, issued by The Institute of Chartered Accountants of India, the Audited Financial Statements of the parent Company and the two Subsidiary Companies have been consolidated and such Consolidated Financial Statements for the year ended 31.3.2010 along with the Auditors’ Report thereon are annexed hereto and the same form part of this Annual Report.

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreements with the Stock Exchanges. A Report on Corporate Governance followed by the Company is enclosed. The Certificate from the Statutory Auditors of the Company, regarding compliance of the requirements under Corporate Governance stipulated by the Stock Exchanges has also been reproduced in this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm that –

- In the preparation of the annual accounts for the year ended 31st March 2010, the applicable Accounting Standards had been followed ;

- The selected accounting policies were applied consistently and judgments 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 Company at the end of the financial year and of the profit of the Company for that period ;

- Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act had been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

- The Annual Accounts were prepared on a going concern basis.

ACKNOWLEDGEMENT

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and co- operation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors wish to place on record their appreciation of the employees at all levels for their commitment and contribution.

On behalf of the Board of Directors

For RAMCO INDUSTRIES LIMITED

Place : CHENNAI P.R. RAMASUBRAHMANEYA RAJHA

Date : May 24, 2010 CHAIRMAN

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