Market
BSE Prices delayed by 5 minutes... << Prices as on Mar 28, 2024 >>  ABB India  6363.3 [ 1.33% ] ACC  2490.7 [ 1.39% ] Ambuja Cements  612.3 [ 1.76% ] Asian Paints Ltd.  2846 [ 0.56% ] Axis Bank Ltd.  1048.3 [ -0.50% ] Bajaj Auto  9144.9 [ -0.29% ] Bank of Baroda  264.2 [ 2.07% ] Bharti Airtel  1229.05 [ 0.36% ] Bharat Heavy Ele  247.2 [ 1.77% ] Bharat Petroleum  602.3 [ 1.23% ] Britannia Ind.  4912.95 [ -0.14% ] Cipla  1494.65 [ 1.94% ] Coal India  433.75 [ 0.70% ] Colgate Palm.  2710.9 [ 2.02% ] Dabur India  523.15 [ 0.33% ] DLF Ltd.  898.3 [ 1.99% ] Dr. Reddy's Labs  6155.15 [ 1.78% ] GAIL (India)  181.15 [ 0.50% ] Grasim Inds.  2288.5 [ 3.74% ] HCL Technologies  1543.3 [ -0.26% ] HDFC  2729.95 [ -0.62% ] HDFC Bank  1448.2 [ 0.52% ] Hero MotoCorp  4717.2 [ 3.21% ] Hindustan Unilever L  2268.25 [ 1.26% ] Hindalco Indus.  560.45 [ 0.52% ] ICICI Bank  1095.85 [ 1.09% ] IDFC L  110.65 [ -0.58% ] Indian Hotels Co  591.35 [ 0.96% ] IndusInd Bank  1555.7 [ 1.47% ] Infosys L  1498.8 [ 0.99% ] ITC Ltd.  428.55 [ 0.13% ] Jindal St & Pwr  849.45 [ 1.88% ] Kotak Mahindra Bank  1785.8 [ 0.57% ] L&T  3774.1 [ 1.83% ] Lupin Ltd.  1617.85 [ 1.23% ] Mahi. & Mahi  1921.35 [ 2.26% ] Maruti Suzuki India  12613.1 [ 0.74% ] MTNL  32.92 [ -3.01% ] Nestle India  2623.3 [ 2.18% ] NIIT Ltd.  105.55 [ -2.72% ] NMDC Ltd.  201.7 [ 1.33% ] NTPC  335.95 [ 1.60% ] ONGC  267.85 [ 2.29% ] Punj. NationlBak  124.35 [ 1.30% ] Power Grid Corpo  277.05 [ 2.21% ] Reliance Inds.  2976.8 [ -0.37% ] SBI  752.6 [ 2.53% ] Vedanta  271.65 [ 0.02% ] Shipping Corpn.  208.75 [ 3.42% ] Sun Pharma.  1620.5 [ 0.77% ] Tata Chemicals  1080.6 [ -2.72% ] Tata Consumer Produc  1095.4 [ 0.56% ] Tata Motors Ltd.  993 [ 1.45% ] Tata Steel  155.9 [ 2.00% ] Tata Power Co.  394.15 [ 1.49% ] Tata Consultancy  3883.55 [ 1.20% ] Tech Mahindra  1250.4 [ -0.26% ] UltraTech Cement  9745.05 [ 1.24% ] United Spirits  1134.3 [ -0.34% ] Wipro  480.05 [ 1.66% ] Zee Entertainment En  138.7 [ -1.87% ] 
Ramco Industries Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1744.86 Cr. P/BV 0.46 Book Value (Rs.) 433.00
52 Week High/Low (Rs.) 275/118 FV/ML 1/1 P/E(X) 14.24
Bookclosure 03/08/2023 EPS (Rs.) 14.11 Div Yield (%) 0.50
Year End :2022-03 

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


KYC IS ONE TIME EXERCISE WHILE DEALING IN SECURITIES MARKETS - ONCE KYC IS DONE THROUGH A SEBI REGISTERED INTERMEDIARY (BROKER, DP, MUTUAL FUND ETC.), YOU NEED NOT UNDERGO THE SAME PROCESS AGAIN WHEN YOU APPROACH ANOTHER INTERMEDIARY. | PREVENT UNAUTHORISED TRANSACTIONS IN YOUR ACCOUNT --> UPDATE YOUR MOBILE NUMBERS/EMAIL IDS WITH YOUR STOCK BROKER/DEPOSITORY PARTICIPANT. RECEIVE INFORMATION/ALERT OF YOUR TRANSACTIONS DIRECTLY FROM EXCHANGE/NSDL ON YOUR MOBILE/EMAIL AT THE END OF THE DAY .......... ISSUED IN THE INTEREST OF INVESTORS
 
Disclaimer Clause | Privacy | Terms of Use | Rules and regulations | Feedback| IG Redressal Mechanism | Investor Charter | Client Bank Accounts
Right and Obligation, RDD, Guidance Note in Vernacular Language
Attention Investors : "KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary."
  "No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
  "Prevent Unauthorized Transactions in your demat account --> Update your Mobile Number with your Depository Participants. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL on the same day.Issued in the interest of Investors."
Regd. Office: 76-77, Scindia House, 1st Floor, Janpath, Connaught Place, New Delhi – 110001
NSE CASH , NSE F&O,NSE CDS| BSE CASH ,BSE CDS |DP NSDL | MCX-SX SEBI NO: INZ000155732
KK Comtrade Pvt Ltd. : Member - MCXINDIA (Commodity Segment) , SEBI NO: INZ000034837
Mumbai Office: 52, Jolly Maker Chamber 2, Nariman Point, Mumbai - 400021, Tel: 022-45106700, Toll Free Number: 1800-103-6700

Compliance Officer: Mukesh Rustagi, Company Secretary, Tel: 011-46890000, Email: mukesh_rustagi80@hotmail.com
For grievances please e-mail at: kkslig@hotmail.com

Important Links : NSE | BSE | SEBI | NSDL | Speed-e | CDSL | SCORES | NSDL E-voting | CDSL E-voting
Copyrights @ 2014 © KK Securities Limited. All Right Reserved
Designed, developed and content provided by