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Ramco Industries Ltd.

BSE: 532369 Sector: Industrials
NSE: RAMCOIND ISIN Code: INE614A01028
BSE 00:00 | 20 May 193.90 1.70
(0.88%)
OPEN

196.80

HIGH

197.30

LOW

193.30

NSE 00:00 | 20 May 194.00 1.80
(0.94%)
OPEN

195.10

HIGH

196.80

LOW

192.00

OPEN 196.80
PREVIOUS CLOSE 192.20
VOLUME 99095
52-Week high 366.00
52-Week low 184.95
P/E 15.71
Mkt Cap.(Rs cr) 1,681
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 196.80
CLOSE 192.20
VOLUME 99095
52-Week high 366.00
52-Week low 184.95
P/E 15.71
Mkt Cap.(Rs cr) 1,681
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ramco Industries Ltd. (RAMCOIND) - Chairman Speech

Company chairman speech

To consider and pass the following Resolution as an ORDINARY RESOLUTION:

“RESOLVED that the Company's Audited Standalone and Consolidated FinancialStatements as at/for the financial year ended 31st March 2015 including statements ofProfit and Loss Balance Sheets Cash Flow Statements the Auditors' Reports thereon andthe Board's Report as circulated to the members and presented at the meeting be and arehereby adopted.”

To consider and pass the following Resolution as an ORDINARY RESOLUTION:

“RESOLVED that a Dividend of ' 0.30/-per Equity Share be and is herebydeclared for the financial year ended 31st March 2015 out of the profits of the Companyfor that year. ”

To consider and pass the following Resolution as an ORDINARY RESOLUTION:

“RESOLVED that Shri. N.K. Shrikantan Raja (DIN 00350696) who retires by rotationand being eligible for re-appointment be and is hereby re-appointed as Director of theCompany.”

To consider and pass the following Resolution as an ORDINARY RESOLUTION:

“RESOLVED that in terms of section 139 and other applicable provisions of theCompanies Act2013 and the rules made thereunder the appointment of M/s.M.S.Jagannathan& N.Krishnaswami Chartered Accountants holding Firm Registration No.001208S andM/s.CNGSN & Associates LLP Chartered Accountants holding Firm Registration No.004915Sas Auditors of the Company for the second consecutive year viz. from the conclusion ofthis Annual General Meeting till the conclusion of the next Annual General Meeting out oftheir term of three consecutive years as approved at the Annual General Meeting held on28-07-2014 be and is hereby ratified.”

SPECIAL BUSINESS:

To consider and pass the following Resolution as an ORDINARY RESOLUTION:

“RESOLVED that pursuant to the provisions of Sections 149 150 152 and otherapplicable provisions of the Companies Act 2013 read with the Companies (Appointment andQualification of Directors) Rules 2014 Shri.V.Santhanaraman (DIN 00212334) appointed bythe Board of Directors as an Additional Director of the Company in the category of anIndependent Director with effect from 1st October 2014 pursuant to the provisions ofSection 161 of the Companies Act 2013 and the Articles of Association of the Company andwho holds office up to the date of Annual General Meeting and being eligible offerhimself for appointment and in respect of whom the Company has received a notice inwriting from a member pursuant to the provisions of Section 160 of the Companies Act2013 signifying his intention to propose the candidature of Shri.V.Santhanaraman for theoffice of a Director be and is hereby appointed as a Director of the Company in thecategory of Independent Director for a period of 5 (five) consecutive years from the dateof his appointment by the Board viz. 1st October 2014.”

To consider and pass the following Resolution as an ORDINARY RESOLUTION:

“RESOLVED that pursuant to the provisions of Sections 149 150 152 and otherapplicable provisions of the Companies Act 2013 read with the Companies (Appointment andQualification of Directors) Rules2014 Smt. Justice Chitra Venkataraman (Retd.)

(DIN. 07044099) appointed by the Board of Directors as an Additional Director of theCompany in the category of an Independent Director with effect from 24th March 2015pursuant to the provisions of Section 161 of the Companies Act2013 and the Articles ofAssociation of the Company and who holds office up to the date of Annual General Meetingand being eligible offer herself for appointment and in respect of whom the Company hasreceived a notice in writing from a member pursuant to the provisions of Section 160 ofthe Companies Act2013 signifying his intention to propose the candidature of Smt. JusticeChitra Venkataraman (Retd.) for the office of a Director be and is hereby appointed as aDirector of the Company in the Category of Independent Director for a period of 5consecutive years from the date of her appointment viz. 24th March2015 ”

To consider and pass the following Resolution as an ORDINARY RESOLUTION:

“RESOLVED that pursuant to the provisions of Section 148 (3) and other applicableprovisions if any of the Companies Act 2013 and Rule 14 of the Companies (Audit andAuditors) Rules 2014 the remuneration of ' 250000/- per annum exclusive ofservice tax and out of pocket expenses to M/s Geeyes & Co. Cost Accountants forauditing the Cost Records relating to manufacture of Fibre Cement Product (FCP) CalciumSilicate Board (CSB) Cement Clinker Grinding for the Financial years 2014-15 2015-16 and2016-17 and for Cotton Yarn for the Financial years 2015-16 and 2016-17 as recommended bythe Audit Committee and approved by the Board of Directors be and is herebyratified.”

To consider and if thought fit to pass the following Resolution as a SPECIALRESOLUTION:

“RESOLVED that the consent of the Company be and is hereby accorded in terms ofSection 180(1)(a) and all other applicable provisions if any of the Companies Act 2013to the Board of Directors of the Company to create by way of mortgage hypothecation lienor in any other manner on all or any of the movable and/or immovable properties of theCompany wheresoever situate both present and future and /or the whole or substantially thewhole of the undertaking or the undertakings of the Company in favour of the FinancialInstitutions/ Banks/Trusts/Mutual Funds or any other Institutions/ Companies /Authorities/ Debenture Holders / Entities in such form and manner and with such ranking and at suchtime and on such terms as the Board of Directors may determine for securing theloans/facilities sanctioned or to be sanctioned to the company or for securing thesecurities or any other debt instruments etc. issued or to be issued that fall withinBoard's powers together with interest remuneration of the trustees and/or any otherInstitutions/Companies/ Authorities premium (if any) on redemption and all other costscharges and expenses payable by the Company in terms of the trust deed and/or any otheragreements/documents etc. to be finalized and executed between the Company and the agentsand trustees and/or any other Institutions or Authorities and containing such specificterms and conditions and covenants in respect of enforcement of security as may bestipulated in that behalf and agreed to between the Board and the agents and trustees and/ or any other Institutions or Authorities.”

To consider and if thought fit to pass the following Resolution as a SPECIALRESOLUTION:

“RESOLVED that in terms of Clause 49 VII of the Listing Agreement with the StockExchanges approval be and is hereby accorded for the related party transactions in thenature of Sale of Building products during the year ended 31st March2015 as well as thoseto be entered into from 01.04.2015 to 02.05.2017 arising out of the Sole Selling AgencyAgreement entered with Raja Charity Trust notwithstanding that the transactions so enteredinto and those to be entered into individually or taken together with previoustransactions during any financial year exceeds or may exceed 10% of the annualconsolidated turnover of the Company as per its last audited financial statement.”

To consider and if thought fit to pass the following Resolution as a SPECIALRESOLUTION:

“RESOLVED that pursuant to the provisions of Sections 42 71 and other applicableprovisions if any of the Companies Act 2013 read with the Companies (Prospectus andAllotment of Securities) Rules 2014 and pursuant to Securities and Exchange Board of India(Issue and Listing of Debt Securities) Regulations 2008 and such other applicableRegulations / Guidelines approval of the Members be and is hereby accorded to the Boardof Directors of the Company (hereinafter referred to as the “Board” which termshall include any of the existing Committee of the Board or which the Board may constituteto exercise its powers including the powers conferred by this Resolution) for makingoffer(s) or invitation(s) to subscribe to Secured Non-Convertible Debentures including butnot limited to subordinate debt bonds and/ or other debt securities etc. (hereinaftercollectively referred as “Securities”) on a private placement basis listed orunlisted in one or more tranches during the period of one year from the date of passingthis Special Resolution by the Members upto a limit of ' 250 crores within theoverall outstanding borrowing limits approved by the Members.

RESOLVED further that the Board of Directors of the Company (including any Committeethereof) be and are hereby authorised to determine the terms of the issue including theclass of investors to whom such Securities to be issued time total amount to be raisedby issuance of Securities the number of Securities tranches issue price tenorinterest rate premium/ discount listing and to do all such acts deeds filings mattersand execute all such deeds documents instruments and writings as may be required withpowers on behalf of the Company to settle all questions difficulties or doubts that mayarise in this regard as the Board may in its sole and absolute discretion deems fit anddelegate all or any of its powers herein conferred to any director(s) and/ or officer(s)of the Company as it may in its absolute discretion deem it necessary.”

By Order of the Board
For RAMCO INDUSTRIES LIMITED
Place : Rajapalayam P.R.RAMASUBRAHMANEYA RAJHA
Date : 5th August 2015 CHAIRMAN

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