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Directors Report of Ramco Industries Ltd.

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

 
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