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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


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