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Ramco Industries Ltd.

BSE: 532369 Sector: Industrials
NSE: RAMCOIND ISIN Code: INE614A01028
BSE 11:50 | 19 May 194.70 -4.40
(-2.21%)
OPEN

196.00

HIGH

196.30

LOW

193.55

NSE 11:43 | 19 May 195.20 -3.95
(-1.98%)
OPEN

193.00

HIGH

197.30

LOW

192.00

OPEN 196.00
PREVIOUS CLOSE 199.10
VOLUME 1544
52-Week high 366.00
52-Week low 184.95
P/E 14.45
Mkt Cap.(Rs cr) 1,688
Buy Price 195.00
Buy Qty 86.00
Sell Price 195.70
Sell Qty 149.00
OPEN 196.00
CLOSE 199.10
VOLUME 1544
52-Week high 366.00
52-Week low 184.95
P/E 14.45
Mkt Cap.(Rs cr) 1,688
Buy Price 195.00
Buy Qty 86.00
Sell Price 195.70
Sell Qty 149.00

Ramco Industries Ltd. (RAMCOIND) - Director Report

Company director report

Your Directors have pleasure in presenting their 56th Annual Report and the AuditedAccounts of the Company for the year ended 31st March 2021.

FINANCIAL RESULTS

For the Year ended 31.03.2021 For the Year ended 31.03.2020
Rs in lakhs Rs in lakhs
Separate Separate
Total Revenue (net of duties and taxes) 104952 87973
Operating Profit : Profit before Interest Depreciation and Tax (PBIDT) 19753 12655
Less : Interest 949 1460
Profit before Depreciation and Tax (PBDT) 18804 11195
Less : Depreciation 2762 2577
Add : Exceptional items - 506
Net Profit/ Loss before Tax (PBT) 16042 9124
Less: Provision for Taxation - Current 4541 1698
Deferred 423 874
Net Profit / Loss after Tax (PAT) 11078 6552
Other Comprehensive Income for the year (Net of Tax) 1429 (640)
Total Comprehensive Income for the year (TCI) 12507 5912
Movement of Retained earnings
Opening balance of Retained earning 26674 22059
Add: Profit for the year 11078 6552
Less: Dividend paid during the year (867) (867)*
Less: Transfer to General Reserve (1900) (900)
Less: Transfer as per Ind AS 116 - (92)
Add : Transfer from FVTOCI Reserve (2) (78)
Closing balance of Retained earnings 34983 26674

inclusive of Interim dividend paid in March 2020 for the year 2019-20.

SHARE CAPITAL

The paid-up capital of the Company is Rs 86663060/- consisting of 86663060 sharesof Rs 1/- each. There has been no change in the capital structure of the Company duringthe year under review. The Company does not have any scheme for issue of sweat equity tothe employees or Directors of the Company.

DIVIDEND

Your Directors at the Board Meeting held on 12-03-2021 have approved payment of InterimDividend of Rs 1.00/- per share on the Equity Capital of the Company. Your Directorsrecommend this to be the total dividend for the year. The total dividend for the yearamounted to Rs 8.66 crores.

For the previous year the Company had paid a dividend of Rs 0.50 per share whichamounts to Rs 433.32 lacs. The above recommendation of the dividend by the Directors is inaccordance with the "Dividend Distribution Policy" of the company. The Policy isavailable on the website of the Company under the weblink -https://www.ramcoindltd.com/file/DividendDistributionPolicy.pdf

The Dividend Distribution Policy forms part of this report.

TAXATION

An amount of Rs 45.41 crore (P.Y Rs 16.98 crore) towards Current Tax Rs 4.23 crore(P.Y Rs 8.74 crore) towards Deferred tax has been provided for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Macroeconomic Review Global Economy

The global growth contraction for 2020 is estimated at -3.5% as against 2.9% growth in2019. Despite the high and rising human toll of the pandemic economic activity appears tobe adapting to subdued contact-intensive activ'ty with the passage of time. Advancedeconomies contracted 4.9% in 2020 but are expected to grow at 4.3% in 2021. Emergingmarkets witnessed lower economic impact than advanced economies in 2020 at 2.4%contraction and higher expected growth at 6.3% in 2021.The sizeable fiscal support andadditional policy measures announced at the end of 2020 - notably in the United States andJapan - are expected to prov'de support to the global economy. Amid exceptionaluncertainty the global economy is projected to grow 5.5% in 2021 and 4.2% in 2022.Multiple vaccine approvals and the successful vaccination drive carried out in mostcountries in early 2021 have raised hopes of an eventual end to the pandemic.1

Indian Economy

The Indian economy was negatively impacted by an unprecedented health crisis in 2020-21with the highly contagious corona v'rus (Cov'd-19) spreading across the country. Inresponse to the pandemic Government had taken several proactive preventive and mitigatingmeasures including imposing of nationwide lockdown with subsequent extensions andrelaxations to contain the spread of Cov'd-19 while ramping up the health infrastructurein the country. The lockdown measures taken by the government imposed to contain thespread of Covid-19 pandemic in India ubiquitously affected employment business trademanufacturing and services activities. Though the threat of the pandemic continues tohover around social distancing continues to be the most effective tool to combat thepandemic as activity levels continue to rise in the economy boosted by the rapidlyescalating inoculation drive.

Monetary policy remained accommodative during 2020. The policy rates were keptunchanged in further meetings but the liquidity support was significantly enhanced.

After a 7.8% pandemic driven contraction in the ongoing fiscal India's real GDP isprojected to record an expansion of 10.1% in FY 2022. Nominal GDP is expected to expand by14.0% in FY 2022 the highest in the current-series

Agriculture sector continues to show robust growth and is instrumental in strengtheningrural demand along with MGNREGS that has created 3.5 billion person days of employment in11 months of FY 2020-21 41.6% higher than in the prev'ous year. The forecast of a normalmonsoon by the India Meteorological Department (IMD) for 2021 sowing season augurs wellfor agriculture output and farm incomes.

Aided by rising rural incomes and growing preference for private transport strongsigns of recovery in automobile sales are expected. Reassuring of a demand resumption inautomobiles sector is further strengthened by softening of inflation to a 16-month low of4.1% in January 2021. Rapid production and deployment of vaccination will be critical totaking forward the health stimulus deep into FY 2021-22.

As a result of recovering investor sentiment recovery in manufacturing andconstruction investment focused Government spending and massive vaccination driveundertaken by the Government India's GDP growth is likely to rebound sharply to 12.6% inFY 202122 supported by strong fiscal and quasi-fiscal measures making it thefastest-growing economy in the world as per Organization for Economic Co-operation andDevelopment (OECD).2

The economic activ'ty is expected to recover gradually from the second half of the year2021-22.

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

31.03.21 31.03.20 31.03.21 31.03.20 31.03.21 31.03.20
Fibre Cement Sheets 610925 566436 622731 544414 71361 54097
Fibre Cement Boards 68032 69468 75387 72770 13166 13774

(a) Fibre Cement (FC) Sheets:

During the year under rev'ew the Sales quantity of FC Sheets grew by around 14%compared to previous year and the Industry reportedly grew by 11% for the year. SpecificMarkets in East and West registered a strong growth.

New geographical markets for sales are being explored amid stiff competition.

Realisation growth was 16% compared to previous year. There was a robust demand for ACsheets throughout the year largely due to strong rural demand for housing of returnedmigrant labour in their home towns and re-starting of halted projects post Covid wave 1lock down.

Depreciation of Rupee also affected the raw material's cost. Consistent and Judicioususage of raw materials and supplier negotiations helped to partially mitigate the impact.

It is expected that Union Government's initiatives on Rural development good monsoonand Prime Minister's Swachh Bharat Abhiyan scheme and Awaz Yojana for providing financialsupport for housing for the poor Better minimum support prices to agriculture crop by theGovernment resolving farmers issue firming up of steel and iron prices will be boost forfibre cement products and reverse the trend. Promotional efforts are vigorously taken toexplore new potential areas with more customized products.

Greencor Non-Asbestos roofing sheets have been well accepted in the market and saleshas been in encouraging state.

(b) Fibre Cement Boards :

Efforts are taken to increase Production and Sales during the year under review. Newvariants with superior features were well received in the Market. New vertical created forpenetration into plywood counters. Marketing initiatives such as TV Commercials done tocreate awareness of the various product range. There has been increase in productioncompared to last year Sales picked up from the second half and overall there has beenmarginal increase compared to last year. Export Markets picked up in Hilux with a growthof almost 150% due to higher specifications and better quality against Chinese brandswhich are less preferred in the international markets.

There were a quite a few large volume orders which remained unexecuted due to verysteep 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.

Sale of Boards has increased by 16% in Volume & by 18% in Value terms. 5 New Exportmarkets have been added and Export Sales has been very positive during the last financialYear. Further growth is expected in the coming quarters as new markets are being added.

Smart Build Operations offering complete solutions in Green Dry Construction tocustomers was started in September 2017 and turnkey projects with an approximate value ofRs 10 Crores are under execution which is promising venture and approximately Rs 15 Croresof business is expected in the year 2021-2022.

New products like G I Frames and Accessories used in Dry wall Partition and FalseCeiling Sandwich Panels Mineral Fibre Tiles & Shingles are planned and sourced inthe RAMCO brand adding to the basket of offerings to the customers.

In this year Smart Build Team and R&D are Jointly working in the Development ofPrefab Dry Wall Panels and Factory Engineered Buildings.

(c) Fibre Cement Pressure Pipes:

Operations of Pressure Pipes continued to be under pressure owing to the sluggishmarket. The Union Government's infrastructure initiatives are expected to increase thesale of this product.

B. WIND MILLS:

During the Financial Year 2020-21 the Wind energy was moderate with decrease of 7%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 : 239 Lakh Units (P.Y: 257 Lakh Units)
Income earned : Rs 1456 Lakhs (P.Y: Rs 1559 Lakhs)

(by generation/sale of power)

C. COTTON YARN DIVISION - SRI RAMCO SPINNERS :

Production and Sales :

During the year 2020-21 the Unit had produced 25.03 Lakh Kgs. of Cotton Yarn ascompared to 25.00 Lakh Kgs. produced during the previous year.

The Unit had sold Yarn at 33.28 Lakh Kgs. (including traded yarn) during the year underreview as against 30.31 Lakh Kgs. during the year 2019-20.

During the year under review the performance of the Cotton yarn division increasedwhen compared to previous year. Increase of yarn selling price reduction in power costdue to implementation of energy savings measures and decrease of manpower cost on accountof Automation of machineries in the second half year contributed for growth in theperformance of the Company and savings in the operating cost during the year 2020-21.

Expecting the same Level of moderation in cotton prices & stability in yarn pricesyour Directors are hopeful in achieving good results during the year 2021-22.

The Company was able to overcome the challenges posed by pandemic by continuousengagement with the Customers and none of the sales contracts was cancelled during thischallenging period though there was some deferment in the delivery schedule which hasbeen subsequently shipped successfully.

The yarn market in India has bounced back after witnessing a slowdown in last 2 years.Due to geopolitical factors like trade war between US and China and diversion of sourcingtextile products by many top global garment brands from China to India boosted the demandfor textile products including yarn manufactured in India.

The Company is taking various steps to expand its market presence both in domestic andinternational markets and hope to achieve higher volume of sales in value added yarns inthe forthcoming years.

D. OVERSEAS OPERATIONS OF SUBSIDIARIES - SRI RAMCO LANKA (PRIVATE) LIMITED AND SRIRAMCO 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 58135 lakhs (INR22934 lakhs) as against SLR 41533 lakhs (INR 16414 lakhs) during the correspondingprevious year.

In accordance with Rule 5 of Companies (Accounts) Rules 2014 a statement containingthe salient features of the Financial Statements of the subsidiaries is attached in FormAOC-1 as Annexure -1 to the Board's Report.

The Company proposes to transfer an amount of Rs 1900 lakhs to the General Reserves. Anamount of Rs 34983 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 MillsLimited Ramco Systems Limited Ramco Industrial and Technology Services Limited MaduraiTrans Carrier Limited and Lynks Logistics Limited.

As per prov'sions of Section 129(3) of the Companies Act 2013 and Regulation 34 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 [SEBI(LODR)]Companies are required to prepare Consolidated Financial Statements of its subsidiariesand Associates to be laid before the Annual General Meeting of the Company. Accordinglythe Consolidated Financial Statements incorporating the accounts of Subsidiary Companiesand Associate Companies along with Auditors' Report thereon forms part of this AnnualReport.

As per Section 136(1) of the Companies Act2013 the financial statements includingconsolidated financial statements are available at the Company's website at the followinglink at https://www.ramcoindltd.com/financial_performance.html Separate audited accountsin 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 ofits subsidiary companies to any shareholder of the Company who asks for it.

The consolidated net profit after tax of the Company amounted to Rs 115.93 crores forthe year ended 31st March 2021 as compared to Rs 68.93 crores of the previous year.

The Consolidated Total Comprehensive Income for the year under rev'ew is Rs 289.29crores as against Rs 165.92 crores of the prev'ous year. Key Financial Ratios

Pursuant to Schedule V (B) of LODR the Key Financial Ratios for the year 2020-21 aregiven below :

S*' Particulars No.

Ratios

FY20-21 FY19-20 variation Formula Adopted Reasons where the variance is over 25%
1. Debtors turnover ratio (days) 30 38 -21% 365 days/ (Net Revenue/ Average Trade Receivables)
2. Inventory turnover ratio (days) 118 125 -6% 365 days/ (Net Revenue / Average Inventories)
3. Interest coverage ratio (Times) 16.71 6.42 160% (Operating Profit Before Tax+Interest)/(Interest+ Interest Capitalised) Reduced borrowing and improvement in operational margins
4. Current ratio (Times) 1.35 1.18 14% Total Current Assets/Total Current Liabilities
5. Debt-equity ratio (Times) 0.17 0.30 -43% Total Debt/Total Equity Reduced Borrowings and increased profits
6. Operating Profit margin 16% 10% 60% Operating Profit Before Tax/ Net Revenue Improvement in Operational margin
7. Net Profit margin 11% 8% 38% Net Profit/Net Revenue Improvement in Operational margin
8. Return on Net worth 17% 10% 70% Total Comprehensive Income + Interest/ Average Net worth Improvement in Operational margin
9. Total Debt/EBITDA (Times) 0.77 1.88 -59% Total Debt/EBITDA Reduced borrowing and improvement in operational margins
10. Return on Capital Employed 13% 8% 63% Total Comprehensive Income + Interest/ (Average of Equity plus Total Debt) Reduced borrowing and improvement in operational margins
11. Price Earnings Ratio (Times) 20.08 15.11 33% Market Price per share as at 31st March/ Earning per share Increase in Market price

a. EBITDA denotes Operating Profit Before Tax + Interest + Depreciation DIRECTORS:

Shri K T Ramachandran (DIN 00351334 ) had resigned from Board on 31.08.2020 and ShriSubramanian Suresh (DIN 02070440) who has been appointed as an Additional Director underIndependent category on 20.09.2020 resigned from Board on 30.05.2021. Shri. Ajay BhaskarBaliga (DIN 00030743) has been co-opted on 27-07-2021 as an Additional Director underIndependent Category. He will hold the office till the date of the forthcoming AnnualGeneral Meeting. It is proposed to appoint Shri. Ajay Bhaskar Baliga as a Director underIndependent Director category at the Annual General Meeting to hold office for 5consecutive years with effect from 27-07-2021 without being subject to retirement byrotation.

Pursuant to Rule 8(5)(iii) of Companies (Accounts) Rules 2014 it is reported thatthere have been no changes in the Key Managerial Personnel during the year under review.

In accordance with the provisions of the Companies Act 2013 and the Company's Articlesof Association Shri S S Ramachandra Raja (DIN 00331491) Director retires at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment.

The Independent Directors hold office for a fixed term of 5 years and are not liable toretire by rotation. The Company has received necessary declarations from all theIndependent Directors of the Company under Section 149(7) of the Companies Act 2013 thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013.

Independent Directors have complied with the code for Independent Directors prescribedin Schedule IV to the Act.

The Company had formulated a code of conduct for the Directors and Senior ManagementPersonnel and the same has been complied with.

The Audit Committee has four members out of which three are Independent Directors.Consequent to the resignation of Shri K T Ramachandran as Director Shri V.SanthanaramanIndependent Director has been inducted as member of Audit Committee and Nomination andRemuneration Committee. Pursuant to Section 177(8) of the Companies Act 2013 it isreported that there has not been an occasion where the Board had not accepted anyrecommendation of the Audit Committee.

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 hasapproved a policy relating to appointment and remuneration of Directors Key ManagerialPersonnel and Other Employees.

As per Proviso to Section 178(4) the salient features of the Nomination andRemuneration Policy should be disclosed in the Board's Report. Accordingly the followingdisclosures 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 attractretain and motivate directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriateperformance benchmarks;

(c) remuneration to directors key managerial personnel and senior management shall beappropriate to the working of the company and its goals and

(d) To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification amendment or modification as may beapplicable.

The Nomination and Remuneration Committee and this Policy shall be are in compliancewith the Companies Act 2013 and LODR. During the year under review there has been nochange in the policy.

The web address of the Policy is -http://www.ramcoindltd.com/file/Nomination_and_Remuneration_Policy.pdf

As required under Regulation 25(7) of SEBI (LODR) Regulations the Company hasprogrammes for Familiarisation 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)(i) of SEBI (LODR)Regulations the details of the Familiarisation Programme for Independent Directors areavailable at the Company's website at the following link athttps://www.ramcoindltd.com/file/Investors/Board_of_Directors/2020-2021/DIRECTORS%20FAMILIARISATION%20PROGRAMME%202020-21.pdf

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

BOARD EVALUATION

Pursuant to Section 134(3)(p) of the Companies Act 2013 and Regulation 25(4) of SEBI(LODR) Regulations 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 and its Members and other required matters.

Pursuant to Schedule II Part D of SEBI (LODR) Regulations the Nomination andRemuneration Committee has laid down evaluation criteria for performance evaluation ofIndependent Directors which will be based on attendance expertise and contributionbrought in by the Independent Director at the Board and Committee Meetings which shall betaken into account at the time of reappointment of Independent Director.

Pursuant to Regulation 17(10) of LODR the Board of Directors have evaluated theperformance of Independent Directors and observed the same to be satisfactory and theirdeliberations beneficial in Board / Committee meetings.

Pursuant to Regulation 4(2)(f)(ii)(9) of LODR the Board of Directors have reviewed andobserved that the evaluation framework of the Board of Directors was adequate andeffective.

The Board's observations on the evaluations for the year under review were similar totheir observations for the previous year. No specific actions have been warranted based oncurrent year observations. The Company would continue to familiarise its Directors on theindustry technology and statutory developments which have a bearing on the Company andthe industry so that Directors would be effective in discharging their expected duties.

MEETINGS

During the year five Board meetings were held. In accordance with Clause 9 ofSecretarial Standard 1 the details of 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.

SECRETARIAL STANDARDS

As required under Clause 9 of Secretarial Standard 1 the Board of Directors confirmthat the company has complied with both mandatory as well as non-mandatory SecretarialStandards.

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively.

PUBLIC DEPOSITS

The Company had no fixed deposits. The Company has decided not to accept fresh depositsfrom 01.04.2014 and to avail the option provided under Section 74 of the Companies Act2013 and repaid all the existing deposits together with the accrued interest thereon bycomplying 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 nosignificant and material orders have been passed by the Regulators or Courts or Tribunalsimpacting 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 hasInternal Financial Controls by means of Policies and Procedures commensurate with the size& nature of its operations and pertaining to financial reporting. In accordance withRule 8(5) (viii) of Companies (Accounts) Rules 2014 it is hereby confirmed that theInternal 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 Guaranteesand Investments along with the purposes are provided under Note Nos. 08 09 39 and 43 ofNotes to the separate Financial Statements.

AUDITS STATUTORY AUDIT

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 StatutoryAuditors of the company at the 52nd Annual General Meeting would be the Auditors of theCompany till the conclusion of the 57th Annual General Meeting of the Company to be heldin the year 2022.

The report of the Statutory Auditors for the year ended 31st March 2021 does notcontain any qualification reservation or adverse remark. No fraud has been reported bythe Company's Auditors.

COST AUDIT

As per Rule 3 of Companies (Cost Records and Audit) Rules 2014 the company is requiredto maintain cost records and accordingly such records and accounts are made andmaintained.

The Board of Directors at their meeting held on 24.05.2021 as recommended by AuditCommittee had approved the appointment of M/s N.Sivashankaran & Co Cost Accountantsas the Cost Auditors of the Company to audit the Company's Cost Records relating tomanufacture of Fibre Cement Products (FCP & CSB) and Cotton Yarn for the year 2021-22at a remuneration of Rs 250000/- (Rupees Two lakhs fifty thousand only) exclusive of GSTand out of pocket expenses.

The remuneration of the cost auditor is required to be ratified by the members 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 relating to theirremuneration had been included in the Notice convening the 56th Annual General Meetingscheduled to be held on 19th August 2021 for ratification by the Members.

The Cost Audit Report for the financial year 2019-20 due to be filed with Ministry ofCorporate Affairs by 30.09.2020 had been filed on 02.09.2020. The Cost Audit Report forthe financial year 2020-21 due to be submitted by the Cost Auditor within 180 days fromthe closure of the financial year will be filed with the Ministry of Corporate Affairswithin 30 days thereof.

SECRETARIAL AUDIT

M/s S. Krishnamurthy & Co. Company Secretaries has been appointed to conduct theSecretarial Audit of the Company. Pursuant to the provisions of Section 204 (1) of theCompanies Act 2013 the Secretarial Audit Report submitted by the Secretarial Auditors forthe year ended 31st March 2021 is attached as Annexure - 2. The report does not containany qualification reservation or adverse remark.

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 for the year ended 31st March 2021 is attached herewith as Annexure - 3

In accordance with Clause 22 of Secretarial Standard on Report of the Board ofDirectors (SS 4) a copy of the Annual Return in Form MGT -7 for the year ended 31st March2020 has been placed on the website of the Company and the web link of such Annual Returnis -

https://www.ramcoindltd.com/file/Investors/Annual_Returns/2019-2020/AnnualReturns20192020.pdf

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance asstipulated in LODR. As required under Schedule V (C) of LODR a report on CorporateGovernance being followed by the Company is attached as Annexure - 4.

No complaints had been received pertaining to sexual harassment during the year underreview. The relevant statutory disclosure pertaining to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 are available at Point No:10(l) of Corporate Governance Report.

As required under Schedule V (E) of LODR a Certificate from the Statutory Auditors ofthe Company confirming the compliance of conditions of Corporate Governance is attached asAnnexure - 5.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODRCertificate from the Secretarial Auditor that none of the Company's Directors have beendebarred or disqualified from being appointed or continuing as directors of Companies isenclosed as Annexure - 5A.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

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 Organisation grows theSociety and Community around it also grows."

The Company has undertaken various projects in the areas of education health ruraldevelopment water and sanitation promotion and development of traditional artsprotection of national heritage livelihood enhancement projects etc. largely inaccordance with Schedule VII of the Companies Act 2013.

The CSR obligation pursuant to Section 135(5) of the Companies Act 2013 for the year2020-21 is Rs 149.53 lakhs. As against this the Company has spent Rs 165.63 lakhs on CSR.CSR Committee recommended to carry forward and set off the excess amount spent to the tuneof Rs 16.10 lakhs to the financial year 2021-22. Also the Company had spent a sum of Rs73.05 lakhs on other social causes which do not qualify under the classifications listedout in Schedule VII of the Companies Act 2013.

The Annual Report on CSR activities as prescribed under Companies (Corporate SocialResponsibility 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 22of 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 complaintsand to protect the confidentiality and anonymity of the stakeholders. The complaints canbe made in writing to be dropped into the Whistle Blower Drop Boxes or through E-Mail todedicated mail IDs. The Corporate Ombudsman shall have the sole access to these. ThePolicy provides to the complainant access to the Chairman of the Audit Committee. The weblink 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) ofLODR the Company has developed and implemented the Risk Management Policy. The policyenvisages identification of risk and procedures for assessment and strategies to mitigate/minimisation of risk thereof. The Risk Management Policy of the Company is available atthe Company's website at the following weblinkhttp://www.ramcoindltd.com/file/RISK_MANAGEMENT_POLICY_RIL.pdf

RELATED PARTY TRANSACTIONS

Prior approval / omnibus approval is obtained from the Audit Committee for all RelatedParty transactions and the transactions are also periodically placed before the AuditCommittee for its approval. The particulars of contracts entered into by the Companyduring the year as per Form AOC 2 is enclosed as Annexure - 7.

No transaction with the related party is material in nature except transaction withRaja Charity Trust which was approved by Shareholders at 51st Annual General Meeting heldon 04.08.2016 in accordance with Company's "Related Party Transaction Policy"and Regulation 23 of LODR. Further it is proposed to shareholders for their approval forthe transaction with Raja Charity Trust a related party which is material in nature foranother 5 years by resolution in the Notice of the 56th Annual General Meeting.

In accordance with Ind AS-24 the details of transactions with the related parties areset out in the Disclosures forming part of Financial Statements.

As required under Regulation 46 (2) (g) of LODR the Related Party Transaction Policyis disclosed in the Company's Website and its weblink is -https://www.ramcoindltd.com/file/Investors/Policies/RELATED_PARTY_TRANSACTION_POLICY_RIL_29012020.pdf

As required under Regulation 46(2)(h) of LODR the Company's Material Subsidiary Policyis 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 2021

There have been no other material changes affecting the financial position of thecompany between the end of the financial year and till the date of this report.

FUTURE OUTLOOK

As the country is now going through the second wave of the COVID pandemic with a hugesurge in fresh cases put a squeeze on health care system. Compared to the 1st Cov'd wavethis has hit the rural pockets of country. All key markets are completely closed due toimposition of lock down in several prov'nces by respective State Government and all theconstruction related activity have been halted. Anticipation of severe backlash onemployment due to lock down and spiraling spread of Cov'd Migrant labour are once againstarted reverse migrating to their hometowns and hence there is an acute shortage ofskilled labour coupled with work stoppage in most major projects. State Governmentsmonitoring and managing migration of labour. This trend is expected to continue until theclose of 2nd quarter of the year and hence business outlook seems to be largely on areduced scale.

New construction activ'ty which started off promisingly in the rural markets post Cov'dwave 1 largely because of good harvest and migrant population moving post Covid 1 wave totheir home towns seeking larger home space for their families put on hold due to COVID2.

The construction industry is set to hit a decadal high volume growth of 13% in FY2021-22 aided by an expected rev'val in demand from the infrastructure and urban housingsectors in line with 26% increase in budgetary allocation for infrastructure in the UnionBudget 2021-22. In addition to these sectors rural demand is also expected to sustain onthe back of higher rural incomes witnessed in FY 2020-21 and by positive farm sentimentwith timely rabi sowing and favourable groundwater and reservoir levels which are likelyto boost rabi yields. With favorable monsoon in 2020 in most parts of the country theoutlook for Kharif crop too looks promising. PMAY-G is expected to sustain momentum as itutilizes its potential to engage rural workforce and drive rural employment. Sufficientcash inflow in the rural economy could commensurate in rural infrastructure creation thusaugmenting cement demand.

As we are well positioned in the rural markets we expect to reap the benefit of demandgrowth there. The Union Budget for the year 2021-22 focused on uplifting of the ruraleconomy strengthening of the agriculture sector annual cash incentive for small farmersinfrastructure creation and MSME Sector which would augur well for the industry subjectto tapering of the Covid wave.

Goods and Serv'ces Tax (GST) a single tax to replace the erstwhile Central and Statemulti taxes and lev'es is stabilized and moderated.

Your Company is prepared to meet the demand of the products and is taking initiativesto increase the market especially in Boards business. USD-INR volatility could be adampener 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 TechnologyAbsorption and Foreign Exchange Earnings and Outgo is attached as Annexure -8

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures in terms of prov'sions of Section 197(12) of the Companies Act 2013read with Rule 5(1) (2) & (3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 relating to remuneration are provded in Annexure - 9.

INDUSTRIAL RELATIONS a PERSONNEL

Industrial relations continue to be cordial and harmonious at all the Units. Employeesat all levels are extending their fullest co-operation for the various cost reductionmeasures of the Company. There is a special thrust on Human Resources Development with aview 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 IndiaLimited and the Annual Listing Fees have been paid for the F.Y. 2021-22 respectively.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Div'dend amount remaining unclaimed/unpaid for a period of over 7 years was transferredto IEPF as detailed below:

Dividend Details Amount Transferred - ' Date of Transfer to IEPF
Final Div'dend for the year 2012-2013 82372 26-08-2020

Shares corresponding to the said div'dend were transferred to IEPF as detailed below:

No. of Shares Date of Transfer to IEPF
4850 Oct./Nov. 2020

Year wise amount of unpaid /unclaimed dividend lying in the unpaid account andcorresponding shares which are liable to be transferred to IEPF and due dates for suchtransfer 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 Rs 1/- each Amount of unclaimed / unpaid Dividend as on 31-03-2021
2013-14 Dividend 28-07-2014 27-07-2021 25-08-2021 510522 127630.50
2014-15 Dividend 23-09-2015 22-09-2022 20-10-2022 489097 146729.10
2015-16 Dividend 11-03-2016 10-03-2023 08-04-2023 478644 239322.00
2016-17 Dividend 04-08-2017 03-08-2024 01-09-2024 418 263 209131.50
2017-18 Dividend 03-08-2018 02-08-2025 31-08-2025 304567 152283.50
2018-19 Dividend 08-08-2019 07-08-2026 06-09-2026 251188 125594.00
2019-20 Dividend 03-03-2020 02-03-2027 01-04-2027 396258 198129.00
2020-21 Interim Dividend 12-03-2021 11-03-2028 10-04-2028 6474249 6474249.00

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 explanationrelating to material departures if any in the preparation of the annual accounts for theyear ended 31st March 2021;

(b) they had selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as on 31st March 2021 and of the profit ofCompany 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 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.

RESEARCH AND DEVELOPMENT EFFORTS

During the year the company continued with research and development efforts in respectof economical mix and non-conventional fibres in production technology for manufacture offibre cement sheets calcium silicate boards fibre cement boards and non-asbestos roofingsheets.

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 RAMCO INDUSTRIES LIMITED
Place : Chennai P.R. VENKETRAMA RAJA
Date : 27th July 2021 CHAIRMAN

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