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Rajapalayam Mills Ltd.

BSE: 532503 Sector: Industrials
NSE: RAJPALAYAM ISIN Code: INE296E01026
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P/E 21.78
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OPEN 1179.00
CLOSE 1176.75
VOLUME 1372
52-Week high 1250.00
52-Week low 510.15
P/E 21.78
Mkt Cap.(Rs cr) 875
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rajapalayam Mills Ltd. (RAJPALAYAM) - Director Report

Company director report

TO THE MEMBERS

Before reporting the working results of the year your Directors with deep regretinform the sad and sudden demise of Shri P.R. Ramasubrahmaneya Rajha Chairman of theCompany on 11-05-2017. When Shri P.R. Ramasubrahmaneya Rajha assumed charge of RajapalayamMills Limited the capacity of the Company was 40000 Spindles. Under his leadership theCompany grew to aggregate spindle capacity of 137552 Spindles and Open End capacity of4616 Rotors. Shri P.R. Ramasubrahmaneya Rajha was appointed as a Director of the Companyin the year 1956 and served the Company for more than 60 years.

The Mill was developed financially and operationally very strong during his tenurebecause of prudent and transparent management. The achievements made by the legendaryChairman not only to the Company but also to the Textile Industry as a whole will beappreciated by many generations to come. He was also known for his business ethics valuesystems and philanthropic activities. He not only led the Rajapalayam Mills Limited butwas also the guiding force for the entire Ramco Group of Companies which has made theGroup one of the most respected industrial houses in the country. Under his leadershipthe Company has made consistent profits and handsomely rewarded all the stakeholders ofthe Company.

The Directors place on record the immense contribution Shri P.R. RamasubrahmaneyaRajha had made to the Company in its growth progress. The Directors are committed to takeforward the future growth of the Company in line with his vision and values.

The Directors are presenting their 81st Annual Report and the Audited Accounts of theCompany for the year ended 31st March 2017.

1. FINANCIAL RESULTS

The financial results for the year ended 31st March 2017 after charging all expensesand contribution to P.A.C. Ramasamy Raja Memorial Fund of Rs.70 Lakhs (which is less thanthe limits laid in the Articles of Association) but before deducting finance cost anddepreciation have resulted in operating profit (EBITDA) of Rs. 8286.00 Lakhs against Rs.7938.50 Lakhs for the previous financial year 2015-16.

After deducting Rs. 2328.56 Lakhs towards finance cost and providing Rs. 2114.44Lakhs towards Depreciation the Net Profit and other comprehensive income before tax forthe year is Rs. 3759.24 Lakhs as compared to Rs.3038.54 Lakhs for the previousfinancial year 2015-16. Adding the surplus of Rs.1112.17 Lakhs brought forward from theprevious year your Directors propose to appropriate the total sum of Rs. 4871.41 Lakhsas detailed below:

(Rs. in Lakhs)
Provision for Taxation - Current Tax 775.13
- Deferred Tax (including MAT Credit (553.86)
Entitlement of Rs.374.59 Lakhs)
Transfer to General Reserve and FVTOCI Reserve 3650.14
Balance carried over to Balance sheet 1000.00
TOTAL 4871.41

2. SHARE CAPITAL

The Paid-up Capital of the Company is Rs.737.62 Lakhs (Previous Year: Rs.737.62 Lakhs)consisting of 7376160 Shares of Rs.10/- each.

3. DIVIDEND

Your Directors have pleasure in recommending a Dividend of Rs. 4/- per share (PreviousYear: Rs.3/- per share). The Company will pay Dividend Distribution Tax under Income TaxAct 1961. The total amount of Dividend outgo for the year will be Rs.295.05 Lakhs. Theamount of tax on dividends would be Rs.60.07 Lakhs.

4. TAXATION

An amount of Rs. 775.13 Lakhs towards Current Tax has been provided and Deferred Tax ofRs.179.27 Lakhs has been withdrawn for the year 2016-17. The Company's entitlement of MATCredit of Rs. 374.59 Lakhs has been recognized in the books during the year.

5. MANAGEMENT DISCUSSION AND ANALYSIS

TRADE CONDITIONS

COTTON

India is the largest producer of cotton in the world. At the time of beginning of thecotton season during November 2016 the Government of India announced demonetization ofhigh value currency notes which prompted farmers to postpone their cotton sales. Becauseof this the cotton prices had gone up by 18% as compared to the prices quoted at the sameperiod of last cotton season. The price of comber noils which is the Raw material forOpen End Spinning has also increased steeply due to more exports from India. The Companyhas put in place a well-defined system for monitoring demand and supply of requiredquality of cotton and also the price movements in domestic and international cottonmarkets. Because of this the Company was able to procure high quality cotton when theprices were competitive.

YARN PRODUCTION

The Company is now focusing on production of customized fine / super fine yarn to getbetter contribution as compared coarser / medium fine counts produced during the lastfinancial year 2015-16. Due to this the production volume has decreased to 157.39 LakhsKgs during the financial year 2016-17 as against 159.43 Lakhs Kgs of last year.

SALE OF YARN

The sale volume has decreased in line with production during the financial year 2016-17and it was 159.04 Lakh Kgs as compared to 165.47 Lakh Kgs of last year. However the salevalue of yarn has increased from Rs. 387.38 Crores [FY 2015-16] to Rs. 398.14 Crores [FY2016-17].

Due to weak export demand especially from China and sluggishness in domestic market foryarn the Company was not able to increase the yarn prices in line with the increase inraw material cost. Though India is the top exporter of Cotton yarn in the world yarnexports from India during the financial year 2016-17 has declined by more than 10% ascompared to financial year 2015-16. However the Company continues to have a good demandfrom International Customers on account of supply of consistent and superior quality ofyarn.

The Company was able to tap more opportunities available in the overseas yarn marketand this enabled the Company to sustain the sale volume in export. Despite down trend inyarn markets in India the Company was able to register a growth in its profitabilitymainly due to focus on value addition procuring superior quality of cotton reducing theproduction of commodity counts and replacing the same with customized yarn counts costoptimization initiatives implemented across the organization etc.

The investments made in value added machineries during the past years have given theability to the Company to customize its products in line with the requirements of itscustomers.

POWER COST

During the financial year 2016-17 the Company was able to consume electricity from itsown wind power to the extent of 68% of total power requirement as compared to 41% consumedfrom wind mills during the last year. Because of improved power generation from windmills the Company was able to reduce the power cost substantially as compared to previousfinancial year.

FINANCE COST

The Finance cost has reduced from Rs. 2669.01 Lakhs to Rs. 2328.56 Lakhs a declineof 13% mainly due to repayment of Term Loans and initiatives taken by the Company toreduce the average cost of borrowings.

In spite of increased cotton cost and labour costs the strategic decision taken by theCompany to make investments in value added machines like compact spinning system TFOgassing machines etc. has helped the Company to increase its volume of sales in export /corporate customers who require high quality value added yarn and also helped the Companyto control the costs and to increase its operational and financial performance.

6. EXPORTS

On the export front during the year we have made export of Cotton Yarn (includingmerchant exports) for a value of Rs.121.93 Crores as against Rs.114.97 Crores of theprevious year.

Your Directors are thankful to M/s. Mitsubishi Corporation M/s. Doko Spinning Co.Ltd. and M/s. Unitika Ltd. Japan for their continued support and efforts for promotionof exports to Japan.

7. MODERNISATION / EXPANSION

As a part of continuous thrust on modernization and expansion programme the Companyhas invested about Rs. 5.45 Crores for investment in textile machinery & equipmentslike Compact conversion Contamination detecting machine etc.

8. PROSPECTS FOR THE CURRENT YEAR

The cotton prices are showing increasing trend due to reduced acreage of cottonplantation during the cotton season 2016-17. There is a huge volatility in the demand ofcotton and yarn in domestic as well as international markets which is reflecting in theirprices also. There is an expectation that the US's exit from the Trans-Pacific partnershipis likely to realign textile trade towards India which will boost the consumption ofIndian yarn. Cotton Yarn is now enjoying the excise duty exemption through optional routesince 2004. The Government is planning to implement GST in India with effect from01-07-2017 and it is expected to yield long-term benefits.

The Company is always focusing on maintaining highest standards of yarn quality andalso concentrating on cost effective production. It is always our endeavor to minimize thewaste and to focus more on automation with a view to utilize the skilled manpower moreefficiently. With the flexibility to produce value added super fine counts and by usingmore imported contamination free cotton the Company will continue to make efforts inexpanding the marketing activities across the globe to increase its customer base.

9. WIND MILL

The Company has wind mills with installed capacity of 35.15 MW for its captive powerconsumption. The wind farm has generated 683 Lakhs Kwh as compared to 394 Lakhs Kwh of theprevious year. There was a good wind velocity supported by good evacuation by Tamil NaduGeneration and Distribution Corporation (TANGEDCO) during the financial year 2016-17. Allthe Units generated by wind mills were adjusted for captive consumption at our Mills inTamil Nadu. The income during the year from the Wind Mill Division was Rs. 45.62 Crores asagainst Rs. 26.26 Crores of previous year.

10. INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February 2015 hasnotified the Companies (Indian Accounting Standard) Rules 2015. In pursuance of thisnotification our Group Companies M/s. The Ramco Cements Limited and M/s. Ramco IndustriesLimited has adopted Ind AS in first phase i.e. with effect from 01-04-2016 and they haveconsidered M/s. Rajapalayam Mills Limited as their Associate Company. As per the abovesaid notification if a listed Company adopts Ind AS in first phase their AssociateCompany should also adopt Ind AS in first phase. Hence the Company and its AssociateCompanies have adopted Ind AS with effect from 01-04-2016. The Company's financial resultsfor the previous year ended 31-03-2016 had also been recast in accordance with Ind AS.

11. ASSOCIATE COMPANY

The Company holds investments in the Group Companies viz. M/s. The Ramco CementsLimited M/s. Ramco Industries Limited M/s. Ramco Systems Limited M/s. The RamarajuSurgical Cotton Mills Limited M/s. Sri Vishnu Shankar Mill Limited and M/s. OntimeIndustrial Services Limited. During the year 2016-17 as per Ind AS - 28 the Board hasconsidered the above Group Companies as its Associate Companies.

In accordance with Rule 5 of Companies (Accounts) Rules 2014 a statement containingthe salient features of the financial statements of the Company's Associates' is attachedin Form AOC-1 as Annexure - I.

CONSOLIDATED FINANCIAL STATEMENTS

As per provisions of Section 129(3) of the Companies Act 2013 and Regulation 34 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Companies arerequired to prepare consolidated financial statements of its Subsidiaries and Associatesto be laid before the Annual General Meeting of the Company.

Accordingly the consolidated financial statements incorporating the accounts ofAssociate Companies viz. M/s.The Ramco Cements Limited M/s. Ramco Industries LimitedM/s. Ramco Systems Limited M/s. The Ramaraju Surgical Cotton Mills Limited M/s. SriVishnu Shankar Mill Limited and M/s. Ontime Industrial Services Limited along with theAuditors' Report thereon forms part of this Annual Report. As per Section 136(1) of theCompanies Act 2013 the Financial Statements including Consolidated Financial Statementsare available at the Company’s website at the following link athttp://www.rajapalayammills.co.in. The Annual Report containing the Statement of Accountsfor Associate Companies are available at the Company’s website.

The Consolidated Net Profit after tax of the Company amounted to Rs. 14519.45 Lakhsfor the year ended 31st March 2017 as compared to Rs. 10252.35 Lakhs of the previousyear.

The Consolidated Total Comprehensive Income for the year under review is Rs. 14507.07Lakhs as compared to Rs. 10124.76 Lakhs of the previous year.

12. INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act 2013 the Company hasInternal Financial Controls Policy by means of Policies and Procedures commensurate withthe size & nature of its operations and pertaining to financial reporting. Inaccordance with Rule 8(5)(viii) of Companies (Accounts) Rules 2014 it is herebyconfirmed that the Internal Financial Controls are adequate with reference to thefinancial statements. ERP System developed by Ramco Systems Limited has been installed foronline monitoring of all functions and management information reports are being used tohave better internal control system and to take decisions in time.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act 2013 and Regulation 22of SEBI (LODR) Regulations 2015 the Company has established a Vigil Mechanism and has aWhistle Blower Policy. The policy is available at the Company's website.

14. DIRECTORS

Smt. R. Sudarsanam was reappointed as Managing Director of the Company for a period ofthree years starting from 01-04-2014 to 31-03-2017 at the Annual General Meeting held on04-08-2014. Based on the recommendation of the Nomination and Remuneration Committee madeat its meeting held on 27-05-2016 the Board of Directors at their meeting held on28-05-2016 and the Shareholders at the 80th Annual General Meeting held on 10th August2016 have approved appointment of Smt. R. Sudarsanam as Managing Director for a furtherperiod of 3 years starting from 01-04-2017. In accordance with the provision of theCompanies Act 2013 and in terms of the Memorandum and Articles of Association of theCompany the following Directors retire by rotation at the ensuing Annual General Meetingand they are eligible for re-appointment:

1) Shri S. S. Ramachandra Raja (DIN: 00331491)

2) Shri P. R. Venketrama Raja (DIN: 00331406)

Smt. Soundara Kumar (DIN: 01974515) has been appointed as Independent Director for aperiod of five years with effect from 27-08-2015 at the Annual General Meeting held on10th August 2016. Shri P. V. Abinav Ramasubramaniam Raja (DIN: 07273249) has beenco-opted on 11th February 2017 as an Additional Director. He will hold the office tillthe date of the forthcoming Annual General Meeting. A Notice in writing has been receivedfrom a Member signifying his intention to propose the appointment of Shri P. V. AbinavRamasubramaniam Raja as a Director at the Annual General Meeting.

Shri P.A.S. Alaghar Raja (DIN: 00487312) has been co-opted on 11th February 2017 as anAdditional Director under Independent Director category. He will hold the office till thedate of the forthcoming Annual General Meeting. A Notice in writing has been received froma Member signifying his intention to propose the appointment of Shri P.A.S. Alaghar Rajaas a Director under Independent Director category at the Annual General Meeting to holdoffice for 5 consecutive years with effect from 11th February 2017 without being subjectto retirement by rotation.

Shri P.R. Venketrama Raja has been appointed as Chairman at the Board meeting held on04-06-2017.

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

Pursuant to Rule 8(5)(iii) of Companies (Accounts) Rules 2014 it is reported thatother than the above there have been no changes in the Directors or Key ManagerialPersonnel during the year under review. The Company has received necessary declarationsfrom all the Independent Directors under Section 149(7) of the Companies Act 2013 thatthey meet the criteria of independence as provided in Section 149(6) of the Companies Act2013.

The Audit Committee has four members out of which three are Independent Directors.Pursuant to Section 177(8) of the Companies Act 2013 it is reported that there has notbeen an occasion where the Board had not accepted any recommendation of the AuditCommittee.

In accordance with Section 178(3) of the Companies Act 2013 and based upon therecommendation of the Nomination and Remuneration Committee the Board of Directors haveapproved a policy relating to appointment and remuneration of Directors Key ManagerialPersonnel and Other Employees.

The objective of the Nomination and Remuneration Policy is to ensure that the level andcomposition of remuneration is reasonable the relationship of remuneration to performanceis clear and appropriate to the long term goals of the Company.

As required under Regulation 25(7) of SEBI (LODR) Regulations 2015 the Company hasprogrammes for familiarization for the Independent Directors about the nature of theindustry business model roles rights and responsibilities of Independent Directors andother relevant information. As required under Regulation 46(2) of SEBI (LODR) Regulations2015 the details of the Familiarization Programme for Independent Directors are availableat the Company's website at the following link athttp://www.rajapalayammills.co.in/pdf/familiarisation-programme-for-independent-directors-31-03-2017.pdf

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

15. EVALUATION OF BOARD

Pursuant to Section 134(3)(p) of the Companies Act 2013 and Regulation 25(4) of SEBI(LODR) Regulations 2015 Independent Directors have evaluated the quality quantity andtimeliness of the flow of information between the Management and the Board performance ofthe Board as a whole its committee and its Members and other required matters inaccordance with the guidance note issued by SEBI on 05-01-2017. Pursuant to Schedule IIPart D of SEBI (LODR) Regulations 2015 the Nomination and Remuneration Committee haslaid down evaluation criteria based on the above guidance note issued by SEBI forperformance evaluation of Independent Directors which will be based on attendanceindependence expertise and contribution brought by the Independent Director at the BoardMeeting which shall be taken into account at the time of reappointment of IndependentDirector.

16. MEETINGS

During the year four Board Meetings were held. In accordance with Clause 9 ofSecretarial Standard - 1 the details of the number and dates of meetings of the Board andCommittees held during the Financial year indicating the number of meetings attended byeach Director are given in the Corporate Governance Report.

17. PUBLIC DEPOSITS

Pursuant to Rule 8(5)(v)& (vi) of Companies (Accounts) Rules 2014 it is reportedthat the Company has not accepted any deposit from public during the financial year underreview. There has been no default in the repayment of deposits / payment of interestthereon during the year. The Company has no deposit which is not in compliance with theChapter V of the Companies Act 2013.

The Company has received a sum of Rs.1100 Lakhs from Directors as deposit / loanduring the financial year 2016-17. It has repaid an amount of Rs.1100 Lakhs during theyear 2016-17.

18. ORDERS PASSED BY REGULATORS

Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules 2014 it is reported that nosignificant and material orders have been passed by the Regulators or Courts or Tribunalsimpacting the going concern status and Company's operations in future.

19. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Pursuant to Section 186(4) of the Companies Act 2013 it is reported that:

(a) the Company has not given any loans during the year 2016-17 under Section 186 ofthe Companies Act 2013.

(b) the particulars of the guarantees and investments are provided under Note No.40 andNote No. 8 respectively of Notes forming part of financial statements. The guarantees areextended to secure the loans from Banks / Financial Institutions to the borrowers.

20. CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors have constituted a Corporate Social Responsibility (CSR) Committee and adopted aCSR Policy which is based on the philosophy that "As the Organization grows theSociety and Community around it also grows." The Company has undertaken variousprojects in the areas of education health rural development water and sanitationpromotion and development of traditional arts livelihood enhancement projects etc.largely in accordance with Schedule VII of the Companies Act 2013.

Your Directors are pleased to inform that the Company has fulfilled its CSR obligationspursuant to Section 135(5) of the Companies Act 2013. As against the requirement of Rs.60.56 Lakhs the Company has spent Rs. 68.55 Lakhs on CSR during the year 2016-17.

The Annual Report on CSR activities as prescribed under Companies (Corporate SocialResponsibility Policy) Rules 2014 is attached as Annexure - II.

21. AUDITS

STATUTORY AUDIT

As per the provisions of Section 139 of the Companies Act 2013 the term of Office ofM/s. M.S. Jagannathan & N. Krishnaswami Chartered Accountants and M/s. RamakrishnaRaja and Co. Chartered Accountants come to an end at the close of the 81st AnnualGeneral Meeting of the Company.

M/s. M.S. Jagannathan & N. Krishnaswami Chartered Accountants were the Auditorsof the Company since incorporation and M/s. Ramakrishna Raja and Co. CharteredAccountants were the Auditors of the Company since 1967-68. The Board of Directors wishto place on record their sincere appreciation for the services rendered by M/s. M.S.Jagannathan & N. Krishnaswami Chartered Accountants and M/s. Ramakrishna Raja andCo. Chartered Accountants as Statutory Auditors of the Company during their longassociation with the Company.

Subject to the approval of the Members of the Company at the ensuing 81st AnnualGeneral Meeting the Board of Directors have recommended the appointment of M/s. N.A.Jayaraman & Co. Chartered Accountants and M/s. SRSV Associates Chartered Accountantsas Statutory Auditors of the Company pursuant to Section 139 of the Companies Act 2013.The Audit Committee at its meeting held on 24-05-2017 had recommended their appointment asStatutory Auditors pursuant to Section 139 (11) of the Companies Act 2013.

Written consents from the incoming Auditors have been obtained confirming that theysatisfy the legal requirements for their appointment. The proposal relating to theirappointment has been included in the notice convening the 81st Annual General Meeting ofthe Company. They shall hold office from the conclusion of 81st Annual General Meeting tothe conclusion of 86th Annual General Meeting and the matter relating to the Auditors'appointment will be placed before the Members for their ratification at every interveningAnnual General Meeting.

The report of Statutory Auditors viz. M/s. M.S. Jagannathan & N. KrishnaswamiChartered Accountants and M/s. Ramakrishna Raja and Co. Chartered Accountants for theyear ended 31st March 2017 does not contain any qualification reservation or adverseremark and no instance of fraud has been reported by Auditors under Section 143(12) ofCompanies Act 2013.

SECRETARIAL AUDIT

Shri M.R.L. Narasimha a Practicing Company Secretary has been appointed to conduct theSecretarial Audit of the Company. Pursuant to Section 204(1) of the Companies Act 2013the Secretarial Audit Report submitted by the Secretarial Auditor for the year ended 31stMarch 2017 is attached as Annexure - III. The report does not contain any qualificationreservation or adverse remark.

COST AUDIT

As per notification dated 31-12-2014 issued by MCA under the Companies (Cost Recordsand Audit) Rules 2014 Textile Mills are required to file cost audit report with effectfrom the financial year 2015-16.

The Board of Directors had approved the appointment of Shri M. Kannan Cost Accountantas the Cost Auditors of the Company to audit the Company's Cost Records relating tomanufacture of textile products for the year 2017-18.

The remuneration of the cost auditor is required to be ratified by the Shareholders inaccordance with the provisions of Section 148(3) of the Companies Act 2013 and Rule 14 ofCompanies (Audit and Auditors) Rules 2014. Accordingly the matter related to hisremuneration is being placed before the Members for ratification at the ensuing AnnualGeneral Meeting.

The Cost Audit Report for the financial year 2015-16 due to be filed with Ministry ofCorporate Affairs by 30-09-2016 had been filed on 02-09-2016.

The Cost Audit Report for the financial year 2016-17 is due to be filed within 180 daysfrom the closure of the financial year and will be filed within the stipulated period.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

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 TechnologyAbsorption and Foreign Exchange Earnings and Outgo is attached as Annexure - IV.

23. EXTRACT OF ANNUAL RETURN

In Accordance with Section 92(3) of the Companies Act 2013 read with Rule 12(1) ofCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inForm MGT-9 is attached herewith as Annexure - V.

24. CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance asstipulated in SEBI (LODR) Regulations 2015. As required under Schedule V(C) of SEBI(LODR) Regulations 2015 a Report on Corporate Governance being followed by the Companyis attached as Annexure - VI. As required under Schedule V(E) of SEBI (LODR) Regulations2015 a Certificate from the Auditors confirming compliance is also attached as Annexure -VII to this Report.

25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures in terms of provisions of Section 197(12) of the Companies Act 2013read with Rule 5(1) (2) and (3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 relating to remuneration are provided in Annexure- VIII.

26. INDUSTRIAL RELATIONS AND PERSONNEL

The Company has 2898 employees as on 31-03-2017. Industrial relations with employeesremained cordial during the year. Human Resources Development activities receivedconsiderable focus. The emphasis was on imparting training and development of theskill-set of the employees to enable them to face the challenges in the work environment.

27. RELATED PARTY TRANSACTION

Prior approval / Omnibus approval is obtained from the Audit Committee for all relatedparty transactions and the transactions are periodically placed before the Audit Committeefor its approval. No transaction with the related party is material in nature inaccordance with Company's "Related Party Transaction Policy" and Regulation 23of SEBI (LODR) Regulations 2015. In accordance with Ind AS 24 (Related Party Disclosure)the details of transactions with the related parties are set out in Note No: 43 ofdisclosures forming part of Financial Statements.

As required under Regulation 46(2)(g) of SEBI (LODR) Regulations 2015 TheCompany’s Related Par ty Transaction Policy is disclosed in the Company’swebsite and its web link ishttp://www.rajapalayammills.co.in/pdf/related-party-transaction-policy.pdf

28. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act 2013 and Regulation 17(9) of SEBI(LODR) Regulations 2015 the Company has developed and implemented a Risk ManagementPolicy. The Policy envisages identification of risk and procedures for assessment andminimization of risk thereof.

29. 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 explanationrelating to material departures if any in the preparation of the annual accounts for theyear ended 31st March 2017;

(b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as on 31st March 2017 and of the profit of theCompany for the year ended on that date;

(c) they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 andthat such internal financial controls are adequate and were operating effectively; and

(f) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors are grateful to the various Departments and agencies of the Central andState Governments for their help and co-operation. They are thankful to the FinancialInstitutions and Banks for their continued help assistance and guidance. The Directorswish to place on record their appreciation of employees at all levels for their commitmentand their contribution.

On behalf of the Board of Directors
For RAJAPALAYAM MILLS LIMITED
RAJAPALAIYAM P.R. VENKETRAMA RAJA
04th June 2017. CHAIRMAN