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The Ramco Cements Ltd.

BSE: 500260 Sector: Industrials
NSE: RAMCOCEM ISIN Code: INE331A01037
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OPEN 699.00
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VOLUME 2607
52-Week high 1130.95
52-Week low 670.65
P/E 16.81
Mkt Cap.(Rs cr) 16,520
Buy Price 699.10
Buy Qty 11.00
Sell Price 700.40
Sell Qty 23.00
OPEN 699.00
CLOSE 699.25
VOLUME 2607
52-Week high 1130.95
52-Week low 670.65
P/E 16.81
Mkt Cap.(Rs cr) 16,520
Buy Price 699.10
Buy Qty 11.00
Sell Price 700.40
Sell Qty 23.00

The Ramco Cements Ltd. (RAMCOCEM) - Director Report

Company director report

Your Directors have pleasure in presenting their 63rd Annual Report and theAudited Accounts of the Company for the year ended 31st March 2021.

Rs. in Crores

Separate Financials

Financial Results Year ended 31-03-2021 Year ended 31-03-2020
Revenue (Net of Duties and Taxes) 5303.08 5405.64
Operating Profit: Profit before Interest Depreciation and Tax (PBIDT) 1582.60 1173.82
Less: Interest 87.62 71.35
Profit before Depreciation and Tax (PBDT) 1494.98 1102.47
Less: Depreciation 355.30 315.26
Profit before tax 1139.68 787.21
Less: Tax Expenses
Current Tax 245.63 139.02
Current Tax adjustments of earlier years (1.61) 0.24
Deferred Tax 115.80 74.28
MAT Credit recognition - (36.74)
Deferred Tax adjustment of earlier years 18.78 9.32
Profit After Tax 761.08 601.09
Other Comprehensive Income for the year {Net of Tax of Rs. 2.77 crores [PY: Rs. 3.68 crores]} (3.13) (7.81)
Total Comprehensive Income for the year (TCI) 757.95 593.28

Changes in Capital and Debt Structure

At the beginning of the year the paid up capital of the Company was Rs. 235576780/-consisting of 235576780 shares of Rs. 1/- each. During the year under review 313165equity shares of Rs. 1/- each were allotted on exercise of employee stock options by theemployees of the Company. Consequently at the end of the year the paid up capital of theCompany had increased to Rs. 235889945/- consisting of 235889945 shares of Rs. 1/-each.

The Company does not have any Scheme for issue of sweat equity to the employees orDirectors of the Company. The details of Employees Stock Option Schemes (ESOS) areprovided in this Report and in the relevant Annexure. The details of Secured RedeemableNon-Convertible Debentures issued during the year under review are given below:

(a) Name of the Series 5.50% Series E 5.50% Series F
(b) Date of issue and allotment of the securities 20-11-2020 25-02-2021 & 26-02-2021
(c) Number of securities 1950 2000
(d) Type of issue Private Placement Private Placement
(e) Details of the debt restructuring pursuant to which the securities are issued Not applicable Not applicable
(f) Issue price – per instrument Rs. 10.00 lakhs Rs. 10.00 lakhs
(g) Coupon rate 5.50% 5.50%
(h) Maturity date 20-05-2024 24-02-2023 :
Rs. 100 crores & 26-04-2023 :
Rs. 100 crores
(i) Amount raised Rs. 195 crores Rs. 200 crores

Dividend

Your Directors at the Board Meeting held on 12-03-2021 have approved payment of InterimDividend of Rs. 3/- 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. 70.84 crores.

For the previous year the Company had paid a dividend of Rs. 2.50 per share with anoutgo of Rs. 58.95 crores towards Dividend and Rs. 12.12 crores towards DividendDistribution Tax. The payment of dividend is in accordance with the "DividendDistribution Policy" of the Company. The Policy is available on the website of theCompany under the weblink: http://ramcocements.net/ramcocements/pdffiles/policies/DIVIDEND%20DISTRIBUTION%20POLICY%202016.pdf The Dividend Distribution Policy forms part ofthis Report.

Transfer to General Reserves

After appropriations a sum of Rs. 200 crores has been kept as retained earnings of theCompany and a sum of Rs. 685.07 crores has been transferred to General Reserve. As on31-03-2021 the General Reserve stands at Rs. 5353.81 crores.

Taxation

For the year ended 31-03-2021 the Company has made current tax provision of Rs. 245.63crores under regular method as against Rs. 139.02 crores under MAT in the previous year.Current tax adjustments of earlier years is Rs. (1.61) crores as against Rs. 0.24 croresduring the previous year.

The deferred tax for the year ended 31-03-2021 is Rs. 115.80 crores as against Rs.74.28 crores in the previous year. Deferred tax adjustments during the current yearpertaining to earlier years is Rs. 18.78 crores as against Rs. 9.32 crores during theprevious year.

Management Discussion & Analysis Report

Macroeconomic Review Global Economy

The global growth contraction for 2020 is estimated at 3.5% as against growth of 2.9%in 2019. Despite the high and rising human toll of the pandemic economic activity appearsto be adapting to subdued contact-intensive activity 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 provide 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 growth in India’s real GDP during FY 2020-21 is estimated at -8% as comparedto the growth rate of 4.2% in FY 2019-20 as per second advance estimates of the economicgrowth. The economy had contracted by a record 24.4% in the first quarter due to thecoronavirus pandemic and consequent lockdowns. However the contraction narrowed to 7.5%in the second quarter and expanded 0.4% in the third quarter as economic activity pickedup with Government adopting the policy of "lives as well as livelihoods" asagainst "lives over livelihoods". 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.

The per capita income in real terms during FY 2020-21 is estimated at Rs. 85929 ascompared to Rs. 94566 in FY 2019-20. Manufacturing and services trade hotel transportsector the most hit sectors in FY 2020-21 were expected to contract 8.4% and 18%respectively. Electricity is likely to post 1.8% growth while agriculture sector growth isexpected at 3% aided by good monsoon and uninterrupted work through most of the year. Thepick-up in construction activity witnessed towards the end of the fiscal with its widearray of backward and forward linkages is slowly developing into a critical growth leverof the economy.

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 previous year. Rapid production anddeployment of vaccination will be critical to taking forward the health stimulus deep intoFY 2021-22.

As a result of recovering investor sentiment recovery in manufacturing andconstruction investment focussed Government spending and massive vaccination driveundertaken by the Government India’s GDP growth is likely to rebound sharply to12.6% in FY 2021-22 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

Cement Industry Review

According to the Cement Manufacturers Association the total installed capacity inIndian cement sector is ~545 million tons per annum (MTPA) and it is the fourth-largestrevenue contributor to the exchequer. The Indian cement sector accounts for over 7% of theglobal installed capacity and is the second-largest in the World after China. Covid-19pandemic has had a severe hit on the cement sector leading to a demand contraction ofabout 10-13% in FY 2020-21 following lockdown measures taken by the Indian government tocurb the spread of global pandemic in the country. This also negatively impacted capacityutilization levels of the domestic manufacturers.

The demand offtake was particularly tepid in metros/tier 1 cities. Diversion ofGovernment funds towards health and public welfare led to lower capex in cement projectsweighed on demand growth as Government-led projects account for 35-40% of total demand.Recovery post opening up of businesses was slower owing to weak business sentiment andlabour availability issues. The only relief was the rural demand which showed good offtakeled by reverse migration and steady farm incomes even amidst lockdown. Overall impact oncement volume is expected to be 2% decline as a swift recovery in last quarter of FY2020-21 compensated for the 31% decline in volume witnessed in the first quarter of thefiscal. Infrastructure push by the Government a pick-up in real-estate demand andindustry consolidation resulted in increase in pan-India cement prices in March 2021.3

Future Outlook

Threats and Opportunities

The cement industry is set to hit a decadal high volume growth of 20% in FY 2021-22aided by an expected revival in demand from the infrastructure and urban housing sectorsin line with ~26% increase in budgetary allocation for infrastructure in the Union Budget2021-22. In addition to these sectors rural demand is also expected to sustain on theback of higher rural incomes witnessed in FY 2020-21 and by positive farm sentiment.PMAY-G is expected to sustain momentum as it utilizes its potential to engage ruralworkforce and drive rural employment. Sufficient cash inflow in the rural economy couldcommensurate in rural infrastructure creation thus augmenting cement demand. PMAY-U hasalso witnessed pickup as against other housing segments owing to low ticket sizes andgovernment incentives like inclusion of PMAY-U and infrastructure sector in the‘Atmanirbhar Bharat 3.0’ package.

The increased sales volume will compensate the impact of rising power and fuel costs oncash accruals. Rising cost of diesel pet coke and coal may push up cost as freight powerand fuel constitute ~55% of the total cost of sale of cement.

Return of volume growth to pre-pandemic levels to an expected 18-20% growth in cementdemand supported by rural demand push for affordable housing and recovery ininfrastructure segment. Cement production capacity is forecast to increase by up to 20-22MnT compared to 15-17 MnT in FY 2020-21. Most of this additional capacity is expected tobe in the Eastern region. Capacity utilisation rates are also expected to recover from thelow levels of FY 2020-21.

Due to the increasing demand in various sectors such as housing commercialconstruction and industrial construction cement industry is expected to reach 550-600MTPA by 2025.4

Company Review

Cement Division Production

Particulars April 2020 to March 2021 April 2019 to March 2020

Change over previous year

In Tons In Tons In Tons In %
Clinker 7386863 9085253 (1698390) (18.69)
Cement 9924655 11411750 (1487095) (13.03)

Sales

During the year the Company had sold 99.77 lakh tons of cement compared to 112.03lakh tons of the previous year. Due to the outbreak of COVID-19 Government had imposedlockdown since March 2020 which continued till first half of the year 2020-2021 withvarious levels of restrictions. The outbreak and the restrictions imposed on the movementof goods affected the construction industry impacting the sale of cement for the yearunder review. The Company took various precautionary measures with regard to safety ofthe employees and employees of the transporters and other contractors. The Company adheredto the various safety instructions issued by the State and Central Governments with regardto running of its factories and offices. These timely measures enabled the Company toresume its operations at the earliest possible periods. But for these steps the impact ofthe COVID-19 on cement sales would have been higher.

During the year under review the Company has exported 0.62 lakh tons of cement asagainst 2.30 lakh tons during the previous year. The export turnover of the Company forthe year was Rs. 23.22 crores as against Rs. 113.71 crores of the previous year.

Ready Mix Concrete Division

The Division has produced 26952 cu.m of concrete during the year accounting for arevenue of Rs. 11.92 crores (Net of duties and Taxes) as against 32999 cu.m. of concreteaccounting for a revenue of Rs. 14.16 crores (Net of duties and Taxes) during the previousyear.

Dry Mortar Division

The Division has produced 37049 tons of Dry Mortar during the year as against 38739tons produced during the previous year. The Division has sold 36694 tons of Dry Mortaraccounting for a revenue of Rs. 29.70 crores (Net of duties and Taxes) during the year asagainst 38329 tons of Dry Mortar accounting for a revenue of Rs. 30.59 crores (Net ofduties and Taxes) during the previous year.

Wind Farm Division

The Division has generated 2141 lakh units as compared to 2268 lakh units in theprevious year. Out of this 2062 lakh units were generated from the wind farms in TamilNadu and 79 lakh units from the wind farms in Karnataka. Out of the units generated inTamil Nadu 283 lakh units were meant for adjustment against the power consumed in theCompany’s plants and balance 1779 lakh units have been sold to Tamil Nadu Generationand Distribution Corporation Limited (TANGEDCO) for a value of Rs. 53.30 crores.

The 79 lakh units generated during the period under review in Karnataka have beenbanked with Bangalore Electricity Supply Company Limited (BESCOM)._ Out of this thecompany had sold 61 lakh units to third parties for a value of Rs. 2.64 crores and thesame had been realised. The balance 18 lakhs units lying in banking with BESCOM will besold to third parties during subsequent periods.

The installed capacity of the wind farm of the Company was 125.95 MW as on 31-03-2021comprising of 108 Wind Electric Generators.

The income during the year from the Division was Rs. 56.42 crores as against Rs. 58.07crores of the previous year.

Power Plants

The Company’s thermal power plants aggregating to a capacity of 175 MW are locatedat its cement manufacturing plants. The power generated from the thermal power plants wereused for self-consumption in the cement manufacturing.

Capital Expenditure Programmes – New Projects

The status of the projects are given below.

Cement Plants

In the Board’s Report for the year ended 31-03-2020 it was informed about theprogress of establishment of Company’s Line III at the existing Jayanthipuram Plantwith a clinkerisation capacity of 1.5 Million Tons Per Annum (MTPA). It was also informedthat the plant will have a Waste Heat Recovery System to generate 27 MW of power. Asagainst the project cost of Rs. 740 crores as informed in the Board’s Report for theyear ended 31-03-2020 the cost of the project now stands revised at Rs. 910 crores. Theincrease in the cost of the project by Rs. 170 crores is mainly due to inclusion ofadditional features such as slag hopper clinker export system larger sized limestonestacker reclaimers belt conveyors upgradation of interface automation Intelligent MotorControl Centre and additional transformers.

The Phase-1 of the Waste Heat Recovery System with a capacity of 9 MW had beencommissioned in September 2020. The Phase-2 of the Waste Heat Recovery System with acapacity of 9 MW had been commissioned in February 2021. The Line – IIIclinkerisation project and the Phase-3 of the Waste Heat Recovery System with a capacityof 9 MW are scheduled to be commissioned by end of June 2021.

In the Board’s Report for the year ended 31-03-2020 it was informed about theprogress of establishment of Company’s new cement plant at Kalavatala VillageKolimigundla Mandal Kurnool District Andhra Pradesh with Clinkerisation capacity of 2.25MTPA and cement manufacturing capacity of 1 MTPA at a cost of Rs. 1600 crores. It wasalso informed that this proposed green field cement plant will have a Waste Heat RecoverySystem of 12.15 MW and Thermal power plant of 18 MW aggregating to 30.15 MW so that thecement plant will be self-reliant on power. The Plant will also have railway siding toprovide flexibility in logistics. With increase in the steel cost and the delay in theexecution time due to COVID pandemic the cost of the project has increased by Rs. 150crores.

Further during the execution of the project it was considered advantageous and alsoeconomical to create infrastructure necessary for future expansion by installing anotherline. These infrastructures include additional stackers reclaimers for limestone andcoal higher capacity additive yard additional silos for clinker and cement additionalpacking machines and other structural facilities. The cost of such infrastructures wouldbe Rs. 650 crores.

It was informed at the Board’s Report for the year ended 31-03-2020 that theproject would be commissioned during the last quarter of 2020-2021. However due to theoutbreak of COVID-19 there were severe lockdown restrictions for long periods. Eventhough the Company had given the contract to the leading construction company Larsen& Toubro for the civil construction the labourers had left the site. And it took lotof time and efforts in bringing back the labour force of adequate strength to the site.Because of the above there had been considerable delay in the implementation of theproject. The project upto clinkerisation is now scheduled to be commissioned in September2021. The Cement Mill Waste Heat Recovery System and Thermal Power Plant are scheduled tobe commissioned during 2022-2023.

Grinding Units

In the Board’s Report for the year ended 31-03-2020 it was informed that theCompany had expanded its Kolaghat grinding unit with another line of grinding capacity of1.05 MTPA at a cost of Rs. 386 crores. It was also informed that the Mill was commissionedin September 2019 and subsequently during the year under review the Railway Siding wascommissioned in September 2020.

In the Board’s Report for the year ended 31-03-2020 it was also informed aboutthe progress of establishment of Company’s new cement grinding unit at HaridaspurVillage Jajpur District Odisha with a grinding capacity of 1 MTPA. The project alongwith Railway Siding was commissioned in August 2020 as scheduled and the capacity of theproject had been reassessed at 0.9 MTPA. The cost of the project had increased from Rs.717 crores to Rs. 767 crores due to additional infrastructure works considered essentialfor future expansion.

Financial Performance Review

Analysis of the Statement of Profit and Loss – Separate Financials

The summary of key components of the Statement of Profit and Loss for the financialyear 2020-21 is detailed below:

Particulars 2020-21 2019-20 Variance
Rs. in crores Rs. in crores Rs. in crores %
Revenue
Sale of Products 5212.02 5310.37 (98.35) (2)
Income from Wind power 56.42 58.07 (1.65) (3)
Other Income 34.64 37.20 (2.56) (7)
Total Revenue 5303.08 5405.64 (102.56) (2)
Operational Expenses
Cost of material consumed 818.84 921.15 (102.31) (11)
Change in inventories of finished goods & WIP 46.52 (47.39) 93.91 -
Employee Benefits Expenses 402.13 368.20 33.93 9
Transportation and Handling 1026.08 1137.90 (111.82) (10)
Power and Fuel 794.67 1050.87 (256.20) (24)
Other Expenses net of self-consumption 632.24 801.09 (168.85) (21)
Total Operational Expenses 3720.48 4231.82 (511.34) (12)
EBITDA 1582.60 1173.82 408.78 35
Depreciation & Amortization Expense 355.30 315.26 40.04 13
Finance Costs 87.62 71.35 16.27 23
Profit Before Tax 1139.68 787.21 352.47 45
Tax Expenses 378.60 186.12 192.48 103
Profit After Tax 761.08 601.09 159.99 27
Other Comprehensive Income (3.13) (7.81) 4.68 -
Total Comprehensive Income 757.95 593.28 164.67 28

Total Revenue

The company has sold 9.98 MnT of cement as against 11.20 MnT during the previous yearwith a de-growth in volume of 11%. There is a de-growth in volume in southern markets dueto COVID-19 and prolonged monsoon. However the volume has grown in the eastern markets.During the year the average net realisable sale price of cement has improved by 10%.Though the volume de-growth for the year is 11% the drop in net revenue is only 2%because of improvement in cement prices and improvement in sale of premium products duringthe year. The company’s strategy in offering its customers with right products forright applications has reinforced our market position with better market mix andpremiumisation of our products. During the current year the Company saw a decline in thenet generation of wind power from 22.68 Crore units to 21.41 Crore units a reduction of6% and thus revenue from wind power has declined by 3%. Other income has decreased mainlydue to decrease in interest income.

Cost of materials consumed

During the year 2020-21 cost of materials consumed decreased by 11% compared to theprevious year. The main reason is due to decrease in clinker production by 19% and cementproduction by 13%. Also there was a drop of 2% in the OPC production which contributedfor the reduction in raw materials cost. During the year the company has used purchasedclinker of 3.04 Lac tons for cement production to take care of the increased demand in theEastern Market. But for this cost of raw materials consumed would have been much lower.Cost of materials consumed for the year under review accounted for 15.44% of the revenueas against 17.04% in the previous year.

Change in inventories of finished goods / work-in-progress

The decrease in inventories of finished goods / work-in-progress was due to liquidationof inventories.

Employee Benefits Expenses

The employee cost for the year increased by 9% due to rise in headcount from 3327 to3374 and increment in the annual salaries. The Company has also charged Rs. 19.54 Crorestowards fair value of the employee stock options granted to its eligible employees as perESOS 2018 which is a non-cash item. The Company has capitalised an amount of Rs. 34.19Crores (PY: Rs. 28.06 Crores) that are directly attributable towards commissioning of newprojects. The employee cost for the year under review stood at 7.58% of the revenue asagainst 6.81% in the previous year.

Transportation and Handling expenses

During the year 2020-21 Transportation and Handling expenses decreased by 10% comparedto the previous year despite an increase in diesel price by 11%. The main reason forreduction in transportation expenses is due to drop in sale volume by 11%. The overalllead distance for cement stood at 327 KMs as against 288 KMs during the previous year.Transportation and handling expenses for the year under review remained at 19.35% of therevenue as against 21.05% in the previous year.

Power and Fuel

During the year 2020-21 the cost of power and fuel was less by 24% compared to theprevious year due to decrease in clinker production by 19% and cement production by 13%.The average increase in diesel prices by 11% during the year have pushed up the inwardcost of materials. The company has curtailed the usage of pet coke and increased the usageof relatively low-priced fuel viz. imported coal and alternate fuel which is costeffective. The CIF prices of pet coke have increased from $ 70 to $ 110 during the year.However the company’s overall power and fuel cost for the FY 2020-21 is reduced dueto cost benefits of holding higher inventory of pet coke/imported coal procured at lowerprices in earlier periods. Pet coke in overall fuel mix for the FY 2020-21 is 41% asagainst 48% in the previous year. The operations of 18 MW WHRS in Jayanthipuramcommissioned during FY 2020-21 have also helped to manage the power cost better. Howeverthe consistent rupee depreciation has offset the fuel price benefits. The full benefit ofWHRS will be available in FY 2021-22. During the current year 77% of the total powerrequirements were met from captive thermal power plants 14% from electricity grids and 9%from Green Power viz. wind power Gas power and WHRS. Power and fuel cost accounted for at14.99% of revenue in FY 2020-21 as against 19.44% in the previous year.

Further in Ramasamy Raja Nagar Plant the waste heat available from the preheater andcooler of the cement kiln is used for preheating the boiler feed water of the thermalpower plant. By this the heat rate in the thermal power plant is reduced contributing asaving of 340 Kcal/Unit of power generated in the thermal power plant. The Company is alsoproposing similar measures in its Alathiyur and Ariyalur units.

Other expenses

Other expenses decreased by 21% from Rs. 801.09 Crores in FY 2019-20 to Rs. 632.24Crores in FY 2020-21. The main reasons were due to decrease in advertisement / salespromotion expenses by Rs. 129.70 Crores. During the year there was a decrease of Rs.15.10 Crores in the plant operating expenses viz. Stores & spares and Repairs &Maintenance compared to previous year. Also the packing cost has come down during the yearby Rs. 23.72 Crores due to drop in sale volume by 11%. The general and otheradministrative expenses have decreased by Rs. 10.11 Crores during the year which wasoffset by increase in insurance premium by Rs. 9.78 Crores. Other expenses accounted for11.92% of the revenue in FY 2020-21 as against 14.82% in FY 2019-20.

Depreciation & Amortization

Depreciation and Amortization has increased from Rs. 315.26 Crores to Rs. 355.30Crores. The reason for increase is mainly due to depreciation arising out of commissioningof new lines in the cement grinding locations at Kolaghat during September 2019 Vizagduring March 2020 and Odisha during September 2020. Depreciation & Amortizationaccounted for 6.70% of revenue in FY 2020-21 as against 5.83% in FY 2019-20.

Finance Costs

Finance costs have increased by 23% from Rs. 71.35 Crores in FY 2019-20 to Rs. 87.62Crores in FY 2020-21 mainly due to increase in average borrowings compared to previousyear. The weighted average cost of total borrowings for the current year stood at 6.10% asagainst 6.71% in the previous year. The total borrowings as at 31st March 2021has increased marginally by Rs. 77.63 Crores and stood at Rs. 3101.72 Crores. Theinterest coverage ratio increased from 5.56 times in the previous year to 6.53 times inthe current year due to improved operating margin. The Gross interest on the borrowingsfor the current year was Rs. 187.87 Crores and out of which Rs. 100.25 Crores wascapitalised as part of eligible qualifying assets. Finance costs accounted for 1.65% asagainst 1.32% in the previous year.

Tax Expenses

Current tax expenses has increased mainly due to increase in profit by 45%. Also theCompany provided for current tax under Regular Method in the current year as against MATduring the previous year.

Deferred tax has increased due to increase in temporary difference arising out ofdepreciation on project capitalisation during FY 2020-21.

Excess current tax and deferred tax provision of earlier years written back during FY2020-21 was Rs. 1.61 Crores and Rs. 1.08 Crores respectively. An amount of Rs. 19.86Crores arising out of reversal of MAT Credit on account of re-quantification of deductionsclaimed under Section 80IA of Income Tax Act 1961 based on assessment proceedingscompleted recently was charged off as deferred tax adjustments of earlier years in FY2020-21. Tax expenses accounted for 7.14% in FY 2020-21 as against 3.44% in FY 2019-20.

The overall effective tax rate has increased from 23.52% to 33.15% mainly due tonon-availability of deduction for investment allowance reserve during the current year anda shift from MAT to Regular method.

As per Section 115BAA in the Income Tax Act 1961 introduced during the year thecompany has an irrevocable option of shifting to a lower tax rate and simultaneously forgocertain tax incentives deductions and accumulated MAT credit. The Company has notexercised this option for the year ended 31-03-2021 in view of the benefits availableunder the existing tax regime.

Other Comprehensive Income (OCI)

Other comprehensive income represents loss arising out of re-measurement of definedbenefit plans net of taxes amounting to Rs. 5.17 Crores which is mainly due to increasein salary escalation rate assumption from 4% to 5% considering long term estimates duringthe year. MTM gain on equity investments amounting to Rs. 2.04 Crores is also recognisedunder OCI during the year.

Profitability

EBIDTA grew by 35% from Rs. 1173.82 Crores in FY 2019-20 to Rs. 1582.60 Crores in FY2020-21. The EBITDA margin for the current year stood at 29.84% as against 21.71% in theprevious year. Blended EBITDA per ton is increased by 51% from Rs. 1048 per ton to Rs.1586 per ton.

The company has achieved a Profit Before Tax of Rs. 1139.68 crores during the year andthus crossing the Rs. 1000 crores mark for the first time. Profit After Tax (PAT)increased by 27% from Rs. 601.09 Crores to Rs. 761.08 Crores led by improved prices andcost reduction. The PAT margin stood at 14.35% as against 11.12% in the previous year.

The overall profitability could have been better but for the disruption of operationsdue to COVID 19 lockdown imposed during the month of April 2020 and May 2020.

Financial Position

Analysis of the Balance Sheet – Separate Financials

The summary of the financial position as at 31-03-2021 is detailed below:

Rs. In Crores

Particulars As at 31-03-2021 As at 31-03-2020 Variance Rs. in crores In %
Assets
Non-current Assets 9894.60 8479.03 1415.57 17
Current Assets 1451.16 1567.97 (116.81) (7)
Total Assets 11345.76 10047.00 1298.76 13
Equity & Liabilities
Equity 5626.80 4918.56 708.24 14
Non-current liabilities 3301.73 2794.49 507.24 18
Current liabilities 2417.23 2333.95 83.28 4
Total Equity and Liabilities 11345.76 10047.00 1298.76 13

Non-current Assets

Non-current assets have increased by Rs. 1415.57 Crores due to the following reasons:

(a) The company incurred a capital expenditure of Rs. 1766.28 Crores towards capacityexpansion program at Jayanthipuram Kurnool and Haridaspur besides regular capitalexpenditure. This is after adjusting non-cash adjustments / accruals viz. Depreciation ofRs. 355.30 Crores and decrease in capital payables of Rs. 9.36 Crores.

(b) The company has made strategic investments of Rs. 9.95 Crores in equity shares ofLynks Logistics Limited which is an Associate company.

(c) The loans to subsidiaries and associates have increased by Rs. 16.34 Crores. Thesaid loans carry interest at an arms-length basis.

(d) Other non-current assets have decreased by Rs. 12.34 Crores mainly due to receiptof income tax refund receivable reduction in employee loan and closure of fixed depositswhich is further offset by increase in deposit with government departments.

Current Assets

Current assets reduced during the year by Rs. 116.81 Crores due to the followingreasons

(a) Inventory of finished goods work-in-progress and packing materials have decreasedto the extent of Rs. 38.01 Crores on account of steady demand in the markets. Rawmaterials and Stores have increased marginally by Rs. 2.43 Crores. The Fuel stocks havebeen reduced by Rs. 11.78 Crores due to reduction in the re-order level in view ofincrease in fuel prices. Inventory turnover ratio increased marginally from 41 days to 43days due to drop in turnover.

(b) Trade receivable reduced by Rs. 151.67 Crores. The receivables turnover pertainingto cement has come down from 27 days in the previous year to 25 days in the current year.The Company has received Rs. 139.12 Crores from TNEB during the year against outstandingtowards sale of wind energy to the grid.

(c) Industrial Promotion Assistance receivable from Government of Andhra Pradesh hasincreased by Rs. 7.96 Crores.

(d) Unadjusted input tax credits availed under GST has decreased to the extent of Rs.26.99 Crores in view of input adjustment during the current year.

(e) Increase in cash and bank balances by Rs. 50.44 Crores and increase in claimsreceivable from Government departments by Rs. 31.95 Crores.

(f) There was an increase in other current assets to an extent of Rs. 18.86 Croresmainly due to increase in supplier advances and prepaid expenses.

Equity

(a) During the year the company has allotted 313165 equity shares of Rs. 1/- eachpursuant of exercise of options by its eligible employees as per ESOS 2018. Consequentlythe paid-up equity share capital of the Company has increased from Rs. 23.56 Crores to Rs.23.59 Crores

(b) The total comprehensive income for the year is Rs. 757.95 Crores. The Company hasalso charged profit and loss and created a reserve for Rs. 19.54 Crores towards ESOP. Thedividend pay-outs including TDS on dividends was Rs. 70.84 Crores. The Company’sreturn on net worth increased from 13% to 14% due to increase in profitability.

Non-current liabilities

(a) Long-term Borrowings have increased by Rs. 330.28 Crores to fund the capitalexpenditure for ongoing capacity expansion projects. The debt-equity ratio and Debt /EBITDA has reduced to 0.55 times and 1.96 times respectively as at 31st March2021 as against 0.61 times and 2.58 times as at 31st March 2020. Return oncapital employed has marginally increased from 9% to 10%. The decline in Debt-ServiceCoverage Ratio from 2.90 times in previous year to 1.80 times in current year is mainlydue to higher scheduled principal repayments and Gross interest cost compared to previousyear.

(b) Deferred Tax Liabilities have increased by Rs. 170.42 Crores due to recognition oftemporary differences of Rs. 115.80 Crores MAT Credit Set off for Rs. 35.84 Crores andtax adjustments of earlier years of Rs. 18.78 Crores.

(c) Provisions have increased by Rs. 8.03 Crores due to increase in provision for minesrestoration obligation. Other liabilities have decreased by Rs. 1.49 Crores due torecognition of grant income and interest on liability adjusted for lease payments fornon-cancellable leases.

Current liabilities

(a) Short-term Borrowings decreased by Rs. 477.94 Crores due to better working capitalmanagement.

(b) Current maturities of long-term borrowings have increased by Rs. 225.29 Croreswhich is due within one year as per repayment schedule.

(c) Security deposits from customers / Customer’s credit balance with customershave increased by Rs. 241.72 Crores

(d) Trade payables increased by Rs. 21.99 Crores due to increase in average payabledays from 20 days in previous year to 24 days in current year.

(e) Statutory liabilities increased by Rs. 30.23 Crores mainly due to increase in GSTon sales on account of comparatively higher sale volume in March 2021 as against March2020.

(f) Provisions increased by Rs. 2.97 Crores due increase in provision for compensatedabsences by Rs. 5.21 Crores which was offset by decrease in provision for disputed incometax liabilities by Rs. 2.24 Crores and other liabilities increased by Rs. 39.02 Croresmainly due to increase in interest accrued for the borrowings and book overdraft.

(g) Current ratio for the year stood at 1.26 times as against 1.06 times during theprevious year.

Movement in Key Financial Ratios

Particulars UOM 31-03-2021 31-03-2020 Variation Formula adopted What does it signify
Debtors Turnover Ratio Days 31 34 (9%) 365 Days / (Net Revenue / Average Trade Receivables) It indicates the average collection period and measures the efficiency of the company in managing its accounts receivables
Inventory Turnover Ratio Days 43 41 5% 365 Days / (Net Revenue / Average Inventories) It indicates the average inventory holding period and measures the efficiency with which the company utilizes or managing its inventory
Interest Coverage Ratio Times 6.53 5.56 17% (Profit before Tax + Interest) / (Interest + Interest capitalised) It indicates the company’s ability in terms of earnings to meet the interest obligations
Current Ratio Times 1.26 1.06 19% Current Assets / (Total Current Liabilities - Security Deposits payable on demand - Current maturities of Long term debt) It indicates the level of current assets to meet the current liabilities
Debt-Equity Ratio Times 0.55 0.61 (10%) Total Debt / Total Equity It indicates the measure to which the Company is financing its operations through debt versus wholly owned funds
Operating Profit Margin % 30% 22% 8% EBITDA / Net Revenue It indicates the percentage of profit after all expenses except for interest depreciation and taxes on the total revenue
Net Profit Margin % 14% 11% 3% Net Profit / Net Revenue It indicates the percentage of profit after all expenses including interest depreciation and taxes on the total revenue
Return on Networth % 14% 13% 1% Total Comprehensive Income / Average Net worth It indicates the percentage of return generated to equity shareholders
Net Debt / EBITDA Times 1.89 2.52 (25%) (Total Debt - Cash and Cash equivalents) / EBITDA It indicates the relevance of company’s operating income to its net debt
Return on Capital employed % 10% 9% 1% (Total Comprehensive Income + Interest) / Average of (Equity + Total Borrowings) It indicates the percentage of return generated on equity capital and debt capital
Price Earnings Ratio Times 31 20 55% Market Price per share / Earnings per share It indicates the relevance of the company’s share price to the earnings per share
Blended EBITDA per Ton In Rs. 1586 1048 51% EBITDA / Sale Volume It indicates the operating profit per ton of cement sold
Debt Service Coverage Ratio Times 1.80 2.90 (38%) (EBITDA - Current Tax) / (Principal repayment + Total Interest) It indicates the availability of operating profit to pay its current maturities of debts and interest obligations

Reasons for variations in excess of 25%

(a) The decline in Net Debt / EBITDA is due to increase in operating profit (b) PERatio increased due to increase in Market price per share as at 31st March 2021and improved profitability during the year.

(c) Blended EBITDA per Ton increased due to improved margins

(d) The decline in Debt-Service Coverage Ratio is mainly due to higher scheduledprincipal repayments / Gross interest cost compared to previous year.

Human Resources

Manpower is the key resource in business. It is the greatest asset to drive thesocio-economic changes that is currently prevailing. The focus of the business has alwaysbeen on developing a culture of recognition innovation in technology and processimprovement. The Company’s emphasises on ethics and values across the Organisationhas built the positive Culture among the employees.

HR initiatives have been aligned to the overall business strategy by focussing onidentifying and grooming high potential talent through various management and leadershipprogrammes as part of Succession planning.

Talent Acquisition

The Company focusses on nurturing its talents by adopting a meritocratic caring andtransparent work culture. The Company has a robust talent acquisition mechanism devised toattract and retain best of talents who fit into its culture. Manpower planning isappropriately done in order to maintain an optimum number of employees at any given pointin time. The lean organisation structure helps us make best utilisation of resources anddeliver value to customers.

Performance Management System

The Company ensures fair remuneration through its unique performance reward systemwhich encourages employees to demonstrate their fullest potential. Performance basedreward and increment system is practised in the Organisation which increases the potentialof employees.

Learning & Development

The Company undertakes various learning and development initiatives to improve theskills and knowledge of the employees in technical behavioural and work-life balanceparameters to enhance their performance and potential towards attainingorganisation’s goals. Leadership development programmes are conducted in associationwith prestigious institutions like Harvard Business School and Michigan ROSS School ofEducation to unleash and enrich the potential of senior employees. Online platform isbeing used for most of the training programmes to improve mental and physical health ofemployees. The Company strongly focusses on the health and safety (H&S) and welfare ofemployees.

Employee policies

The Company has implemented employee friendly policies like housing loans varioustypes of soft loans for the welfare of the employees and their families. In the domain ofmedical the Company has a holistic approach towards the health of employees byimplementing medical policies like Group medical insurance coverage for medical treatmentof employees and their family members Group personal accident scheme with life coverageGroup term policy covering the life of employees in case of death and COVID Kavach policyto help employees claim on expenses related to COVID.

Employee Engagement Initiatives

The Company has also institutionalised engagement initiatives like quality circle 5SIMS suggestion scheme and Kaizen improvements. The Company has won various awards andaccolades at State / National level forums in the domain of Manufacturing competitivenessEnergy efficiency Environment Safety and Quality circles.

Digitalisation

The Company has established online HR systems with well-defined processes. Ramco ERPhas been successfully established across the Company which integrates all the HRfunctions. Apart from Ramco ERP HR team of Ramco has developed many standaloneapplications as Add-on softwares for usage across employees. Greentech Foundation hasawarded the Company with the prestigious "Technology Excellence in HR" Award atthe National level for developing system relating to comprehensive areas of Human ResourceManagement.

Retention

The Company’s conducive policies and HR excellence is evident in its 95% retentionratio of employees for three consecutive years.

Employee Recognition

The most experienced senior leaders have been with the Company for over 30 years somehaving joined as trainees indicating the opportunities offered to employees. The Companyrecognises employees who put in a long service with an award to create a sense ofbelongingness. In the past ten years 1226 employees have been felicitated with thisaward.

Other Initiatives

As a need of the hour initiative to tackle COVID and help our employees and theirfamilies we have formed a COVID Response team which comprises of Unit level committee andApex level committee with roles and responsibilities assigned. An application has beendeveloped for recording and tracking data exclusively related to COVID for fast response.

Industrial Relations & Personnel

The Company has 3374 employees as on 31-03-2021. Industrial relations in all the Unitscontinue to be cordial and healthy. Employees at all levels are extending their fullsupport and are actively participating in the various programmes for energy conservationand cost reduction. There is a special thrust on Human Resources Development with a viewto promoting creative and group effort.

Risk Management

The Company’s risk management system is designed to identify the potential risksthat can impact the business and device a framework for its mitigation along withperiodical reviews to reflect changes in market conditions and the Company’sactivities. The Company’s Board of Directors has the overall responsibility for theestablishment and oversight of risk management framework. The Audit committee and Riskmanagement committee periodically review the execution of risk management plan and advicethe management wherever necessary. The key risks and their mitigation measures aredetailed below:

Fuel availability and prices risk

The Company uses non-calcined petroleum coke a downstream by-product of the oilrefinery as fuel for cement kiln. It is available from indigenous sources as well as fromMiddle East and USA thus exposing the risk of availability and prices.

Mitigation

The Company adopts both structured and unstructured procurement strategies to mitigatethe risk. It has fuel supply arrangements with manufacturers under structured plan andalso procures from spot or open markets during favourable pricing conditions to staydynamic in fluctuating market. The Company uses non-coking or thermal coal as a fuel atits captive thermal power plants (TPP). It is mainly imported from Indonesia theworld’s largest exporter of coal on spot basis. The Company’s plants beingclose to the East Coast ensures proximity to Indonesia making it economical to import.The Company also imports coal from Russia. In case of supply disruption of imported coalthe Company can choose alternates from indigenous sources or use lignite. Besides theCompany’s production process is fungible and supports usage of different types offuels like pet coke coal lignite and other alternate fuels; it facilitates the usage ofmost economical fuel. The Company is establishing waste heat recovery plants to producepower which will help reduce overall power costs while insulating from the overall riskson fuel. The Company also has the option to switch over to green power generated from itswindmills in case of any exigencies which are presently connected to grid.

Currency fluctuation risk

The Company has exposure to USD and other foreign currency denominated transactions forimport of capital goods spares and fuel besides exports of finished goods and borrowingsin foreign currency. Any unfavourable movement in currency prices can impactprofitability.

Mitigation

The Company has policies to ensure that the decisions are driven to keep the costcomparable while borrowing in foreign currency and hedging thereof both interest andexchange rate risk and the quantum of coverage. The Company practices hedging foreigncurrency loans imports and exports transactions by forward contracts after taking intoconsideration the anticipated foreign exchange inflows/outflows timing of cash flowstenure of the forward contract and prevailing foreign exchange market conditions.

Market risk

The cement industry is prone to the innate risk of demand supply mismatch. So cementis susceptible to the price volatility which sometimes slips to unviable levels.

Mitigation

The Company prudently plans and and establishes its cement plants and grinding units inmarkets where demand-supply conditions are relatively favourable. Its strategy ofsegmenting the market by offering right products for right applications facilitates increating niche markets. The Company also strongly focusses on creating loyalty among thecustomers by offering high-quality value-added products backed by innovative R&D andefficient supply chain. Moreover the Company is undertaking steps to tackle the demanddisruption due to COVID-19 pandemic. It has rolled out contingency plans such as socialdistancing work from home and enhanced safety measures at all workplaces as perregulatory advisory to minimise the risk of spread. It continues to closely monitor thedevelopments in economic conditions and assess its impact.

Information Technology Risk

The Company’s operations are completely dependent on IT systems which requirescareful management of the information that is in our possession to ensure data privacy.The cyberattack threat of unauthorised access and misuse of sensitive information ordisruption to operations continue to increase across the world. Such an attack wouldaffect the business operations in a number of ways including disruption to salesproduction and cash flows ultimately impacting our results.

Mitigation

To reduce the impact of cyberattack on our business we have firewalls and threatmonitoring systems in place with immediate response capabilities to mitigate identifiedthreats. The Company also maintains a system for the control and reporting of access toour critical IT systems which is supported by a periodical testing of access controls. TheCompany has IT security policy covering the protection of both business and personalinformation as well as the use of IT systems and applications by our employees. Thehardware that runs and manages core operating data is fully backed up in satellitelocations with separate systems to provide real-time backup operations.

Subsidiary Companies

The Company has two subsidiaries viz. Ramco Windfarms Limited and Ramco Industrial andTechnology Services Limited. The Company has no material subsidiaries.

Ramco Windfarms Limited (RWL)

The Share Capital of RWL is Rs. 1 crore out of which 71.50% is held by the Company.The rest of the share capital is held by Ramco Group of Companies.

The installed capacity of RWL was 39.835 MW as on 31-03-2021 comprising of 127 WindElectric Generators.

The Company had generated 327.06 lakh units of power as compared to 358.65 lakh unitsof power during the previous year. The decrease in generation was due to delayed onset ofmonsoon for the year under review.

The revenue and profit after tax for the Company for the year ended 31-03-2021 were Rs.13.13 crores and Rs. 2.08 crores compared to Rs. 14.38 crores and Rs. 3.15 croresrespectively of the previous year.

Ramco Industrial and Technology Services Limited (RITSL)

The Share Capital of RITSL is Rs. 4.78 crores out of which 94.11% is held by theCompany. The rest of the share capital is held by Ramco Group of Companies.

The Company provides Transport services Manpower services and Information Technologyrelated services mainly involving Software Implementation services.

The revenue of the Company for the year ended 31-03-2021 on standalone basis was Rs. 37crores as against Rs. 40.94 crores for the previous year. The Company had earned a profitafter tax of Rs. 0.57 crores as against Rs. 0.35 crores for the previous year.

In accordance with Rule 5 of Companies (Accounts) Rules 2014 a statement containingthe salient features of the Financial Statements of the Subsidiaries and Associates isattached in Form AOC-1 as Annexure-1.

In accordance with Regulation 46(2)(s) of LODR separate audited financial statementsof the above subsidiary companies are placed in the website of the Company.

Consolidated Financial Statements

The Company has 5 Associate Companies viz. Rajapalayam Mills Limited Ramco IndustriesLimited Ramco Systems Limited Lynks Logistics Limited and Madurai Trans Carrier Limited.

As per provisions of Section 129(3) of the Companies Act 2013 and Regulation 34 ofLODR Companies are required to prepare consolidated financial statements of itsSubsidiaries and Associates to be laid before the Annual General Meeting of the Company.

Accordingly the consolidated financial statements incorporating the accounts ofSubsidiary Companies and Associate Companies along with the Auditors’ Reportthereon forms part of this Annual Report.

As per Section 136(1) of the Companies Act 2013 the financial statements includingconsolidated financial statements are available at the Company’s website at thefollowing link at http://www.ramcocements.in/financial-performance.aspx

Separate audited accounts in respect of the subsidiary companies are also madeavailable at the Company’s website. The Company shall provide a copy of separateaudited financial statements in respect of its Subsidiary Companies to any shareholder ofthe Company who asks for it.

The consolidated net profit after tax of the Company amounted to Rs. 783.64 crores forthe year ended 31st March 2021 as compared to Rs. 604.14 crores of the previousyear.

The consolidated total comprehensive income for the year under review is Rs. 780.06crores as against Rs. 599.18 crores of the previous year.

Directors

Pursuant to Rule 8(5)(iii) of Companies (Accounts) Rules 2014 it is reported thatthere have been no changes in the Directors and Key Managerial Personnel during the yearunder review and after the end of the year and upto the date of the report.

Shri.P.R.Venketrama Raja Chairman and Managing Director retires at the ensuing AnnualGeneral Meeting and being eligible has offered himself for reappointment.

Vide Board Resolution dated 30-08-2017 and Members’ Resolution dated 03-08-2018Shri.M.F.Farooqui IAS (Retd.) was appointed as Independent Director for a period of 5years from 30-08-2017 to 29-08-2022.

He is eligible for reappointment for another period of 5 years as Independent Directorfrom 30-08-2022 to 29-08-2027. In accordance with Section 149(10) of the Companies Act2013 his reappointment has been proposed in the Notice convening the Annual GeneralMeeting as Special Resolution. His profile and rationale for reappointment have beenprovided in the Statement pursuant to Section 102 of the Companies Act 2013 attached tothe Notice convening the Annual General Meeting.

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 the Independent Directorsunder Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013. IndependentDirectors have complied with the Code for Independent Directors prescribed in Schedule IVof the Companies Act 2013.

The Company had formulated a Code of Conduct for the Directors and Senior Managementpersonnel and the same has been complied with.

The Company has a policy relating to appointment and remuneration of Directors KeyManagerial Personnel and other employees duly approved by the Board of Directors basedupon the recommendation of Nomination and Remuneration Committee in accordance withSection 178(3) of the Companies Act 2013.

As per Proviso to Section 178(4) of the Companies Act 2013 the salient features ofthe 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 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 are in compliance with theCompanies Act 2013 and LODR. During the year under review there has been no change inthe policy. The web address of the Policy is–http://ramcocements.net/ramcocements/pdffiles/policies/NOMINATION%20AND%20REMUNERATION%20POLICY.pdf

As required under Regulation 25(7) of LODR the Company has programmes forfamiliarisation for the Independent Directors about the nature of the industry businessmodel roles rights and responsibilities of Independent Directors and other relevantinformation. As required under Regulation 46(2)(i) of LODR the details of theFamiliarisation Programme for Independent Directors are available at the Company’swebsite at the following link –h tt p s : / / ra m c o c e m e n t s. n e t / ra m co c e m e n t s / p d ffi l e s / DIRECTORS%20FAMILIARISATION%20PROGRAMME%20 2020-2021.pdf

The details of familiarisation 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 LODRIndependent Directors have evaluated the quality quantity and timeliness of the flow ofinformation between the Management and the Board performance of the Board as a whole andits Members and other required matters. Pursuant to Schedule II Part D of LODR theNomination and Remuneration Committee has laid down evaluation criteria for performanceevaluation of Independent Directors which will be based on attendance expertise andcontribution brought in by the Independent Director at the Board and Committee Meetingswhich 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 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 weresimilar to their observations for the previous year. No specific actions have beenwarranted based on current year observations.

The Company would continue to familiarise its Directors on the industry technology andstatutory developments which have a bearing on the Company and the industry so thatDirectors would be effective in discharging their expected duties.

Meetings

During the year 5 Board Meetings were held. The details of Meetings of the Board andCommittees held during the financial year including the number of Meetings attended byeach Director are given in the Corporate Governance Report.

Secretarial Standards

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

a. The Company has decided not to accept deposits from 01-04-2014.

b. Deposits remaining unclaimed as at the end of the year amounted to Rs. 0.54 lakhsaggregating to 3 numbers.

c. During the year there has been no default in repayment of deposits or payment ofinterest thereon.

No deposit has been claimed from 01-04-2021 till the date of this report.

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.

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 Notes No.11 12 13 20 and 47of Notes 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 59th Annual General Meeting would be theAuditors of the Company till the conclusion of the 64th Annual General Meetingof the Company to be held in the year 2022.

The report of the Statutory Auditors for the year ended 31st March 2021 doesnot contain any qualification reservation or adverse remark. No fraud has been reportedby the Company’s Auditors.

Cost Audit

As per Rule 3 of Companies (Cost Records and Audit) Rules 2014 the Company isrequired to maintain cost records and accordingly such records and accounts are made andmaintained. The Board of Directors had approved the appointment of M/s. Geeyes & Co.Cost Accountants as the Cost Auditors of the Company to audit the Company’s CostRecords for the year 2021-22 at a remuneration of Rs. 550000/- (Rupees Five lakhs fiftythousand only) exclusive of GST and out-of-pocket expenses. The remuneration of the costauditor is required to be ratified by the members in accordance with the provisions ofSection 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 inthe Notice convening the 63rd Annual General Meeting scheduled to be held on19-08-2021 for ratification by the Members.

The Cost Audit Report for the financial year 2019-20 due to be filed with Ministry ofCorporate Affairs by 13-09-2020 had been filed on 11-09-2020. 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 have been appointed to conduct theSecretarial Audit of the Company.

. Pursuant to Section 204(1) of the Companies Act 2013 the Secretarial Audit Reportsubmitted by the Secretarial Auditors for the year ended 31st March 2021 isattached as Annexure-2.

. The report does not contain any qualification reservation or adverse remark.

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 available in theCompany’s website at the following link:http://www.ramcocements.in/shareholder-information.aspx The Annual Return for the yearended 31st March 2020 in Form MGT-7 filed with Ministry of Corporate Affairsis available in the Company’s website at the following link:http://ramcocements.net/ramcocements/pdffiles/ANN%20 RETURN%202020.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-3. No complaints had beenreceived pertaining to sexual harassment during the year under review. The relevantstatutory disclosure pertaining to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 . are available at Point No.10(l) ofCorporate Governance Report. As required under Schedule V(E) of LODR a Certificate fromthe Secretarial Auditors confirming compliance of conditions of Corporate Governance isalso attached as Annexure-4.

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 havebeen debarred or disqualified from being appointed or continuing as Directors ofCompanies is enclosed as Annexure-5.

CSR – Initiatives and Impacts

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 a CSR Policy which is based on thephilosophy that "As the Organisation grows the Society and Community around it alsogrows." The Annual Report on CSR activities as prescribed under Companies (CorporateSocial Responsibility Policy) Rules 2014 is attached as Annexure–6.

Covid Measures

As COVID – 19 raged through India in FY 2020 – 21 the Company reiterated itscommitment to the wellbeing of its stakeholders both internal as well as external.

The Company not only contributed directly to the society by various means but alsoproactively partnered with government administrations in the fight against the COVID inits operating states of Tamil Nadu Kerala Andhra Pradesh Telangana Karnataka WestBengal and Odisha. The Company had contributed more than Rs. 11 crores for COVID-19 by wayof donations to relief funds distribution of relief materials to the communities andproviding critical medical equipments to Government Hospitals.

The Company also mobilized and distributed basic amenities such as shelter food andration kits containing rice wheat flour oil and vegetables to all the needy familiesin villages surrounding its factories and mines by working alongside district collectorspolice public health departments and panchayats. Disinfectants were sprayed extensivelyin villages around the factories as a safety measure.

Medical equipments to various government hospitals

The medical devices required for the clinical management of COVID-19 selected andprioritized according to the request received from various State Governments and wereprovided to them. These included: oxygenators pulse oximeters patient monitorsthermometers infusion and suction pumps as well as personal protective equipment.

Commissioning of Medical Oxygen Plants

The Company during May 2021 had commissioned an Oxygen Plant at its Ramasamy Raja Nagarunit for the welfare of the people. The plant has a production capacity to produce Oxygenfor 48 numbers of oxygen cylinders per day. Each cylinder has a capacity of 45 litres ofliquid oxygen which is equal to 7000 litres in gaseous form. This plant supplies Oxygento Government Hospitals in Rajapalayam Virudhunagar Sivakasi Aruppukottai and Sathur.The Company is in the process of establishing additional Oxygen Plants at its other unitsalso to meet the growing demand for Oxygen from the COVID affected persons.

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. Theweblink 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 LODRthe Company has developed and implemented a Risk Management Policy. The Policy envisagesidentification 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 weblink–http://ramcocements.net/ramcocements/pdffiles/policies/RISK%20%20MANAGEMENT%20POLICY.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 details of contracts required to be disclosed in FormAOC-2 are given in Annexure-7. No transaction with the related party is material innature in accordance with Company’s "Related Party Transaction Policy" andRegulation 23 of LODR. In accordance with Ind AS-24 the details of transactions with therelated parties are set out in the Notes to the Financial Statements.

As required under Regulation 46(2)(g) of LODR the Related Party Transaction Policy isdisclosed in the Company’s website and its weblink is–http://ramcocements.net/ramcocements/pdffiles/policies/RELATED%20PARTY%20TRANSACTION%20POLICY%20 2015.pdf

As required under 46(2)(h) of LODR the Company’s Material Subsidiary Policy isdisclosed in the Company’s website and its weblink is–http://ramcocements.net/ramcocements/pdffiles/policies/MATERIAL%20SUBSIDIARY%20POLICY%202015.pdf

Material Changes since 1st April 2021

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

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 provisions 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 provided in Annexure-9.

Employee Stock Option Scheme

At the Annual General Meeting held on 03-08-2018 the Members had approved thefollowing Employee Stock Option Schemes.

Name of the Scheme Total No. of Options Exercise Price Vesting Period Maximum Term Source Variation in terms
ESOS 2018 – Plan A 500000 Rs. 1/- per share One year from 31st December of the immediately succeeding
ESOS 2018 – Plan B 700000 Rs. 100/- per share the date of grant Financial Year in which the vesting was done. Primary Nil

The purpose of this plan is to facilitate Eligible Persons (Employees with Long Serviceand Contributed to the growth of the Company) through ownership of Shares of the Companyto participate and gain from the Company’s performance thereby acting as a suitablereward. Participation in the ownership of the Company through share based compensationschemes will be a just reward for the employees for their continuous hard work dedicationand 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 theorganisation;

* Retain and motivate Employees;

* Encourage Eligible Persons to align their performance with Company objectives;

* Reward Eligible Persons with ownership in proportion to their contribution;

* Align interest of Eligible Persons with those of the organisation.

The schemes are in compliance with the SEBI Regulations. During the year under reviewno material changes have been made in the schemes.

A certificate from the Company’s Statutory Auditors with respect toimplementation of the above Employee Stock Option Schemes in accordance with SEBIGuidelines and the resolution passed by the Members of the Company would be placed beforethe Members at the ensuing AGM and a copy of the same shall be available for inspection atthe Corporate Office of the Company during normal business hours on any working day.

The relevant disclosures in terms of Companies Act 2013 and in accordance with SEBI(Share Based Employee Benefits) Regulations 2014 are attached as Annexure-10.

Relevant disclosures in accordance with ‘Ind AS 102 Sharebased Payments’issued by ICAI and Diluted EPS on issue of shares pursuant to the schemes covered underthe regulations are disclosed in accordance with Ind AS 33 - Earnings Per Share issued byICAI.

The disclosure required to be made under SEBI (Share Based Employee Benefits)Regulations 2014 is available in the Company’s website at the following link–http://www.ramcocements.in/shareholder-information.aspx

Credit Rating

The ratings for the Company’s borrowing are available in Corporate GovernanceReport.

Awards Received during the Year

CSR Awards

The Alathiyur unit had won "Gold Medal" and also a "Special Award"for its extraordinary CSR Contribution to Society from the International ResearchInstitute of Management (IRIM) Mumbai. The IRIM had bestowed these awards to the unit atthe National level competition for India Green Manufacturing Challenge – 2019conducted by it. Out of 57 companies from various sectors like Cement Aluminium SteelFertilisers Textile Rubber Chemical etc. the Company’s Alathiyur plant had won"Gold Medal". This is the second time such an award is being received from IRIMMumbai. Previously the plant had been awarded Silver Medal by them.

Similarly the Ariyalur unit had won "Gold Medal" and Overall 2ndRunner Up in India from the IRIM Mumbai. This is the second time such an award is beingreceived from IRIM Mumbai by Ariyalur unit.

The Ariyalur unit had received Best Community Development Award for its fight againstCOVID-19 in the National Awards for Excellence in CSR and Sustainability from the WorldCSR Day. The Alathiyur unit had been awarded "CSR India Award – 2020" byGreentech Foundation New Delhi in October 2020. The award was bestowed on the unit forits Health Promotion initiatives and had been adjudged as Winner under the category of"Promotion of Health & Healthcare".

The Alathiyur unit had been recognised with "Commendation for SignificantAchievement" in its Corporate Social Responsibility at the CII-ITC SustainabilityAwards 2020.

The Alathiyur unit had been recognised with "Gold Award" by Apex IndiaFoundation New Delhi in its CSR Excellence Award 2019 for its Community DevelopmentProjects and for its holistic approach.

The Ariyalur unit had been awarded "Best Community Development Award for Covid19" at the National Awards for Excellence in CSR & Sustainability by World CSRDay. The Ramasamy Raja Nagar unit had received two awards viz. "Best Relief Packagefor COVID-19" and "Best COVID-19 solution for Workforce Management" on18-02-2021 from The Economic Times Mumbai.

Environmental Awards

The Ramasamy Raja Nagar unit had received Environment Health and Safety Excellenceaward from Confederation of Indian Industry (CII) on 25-03-2021. This is a 4 Star RatingAward. The unit is receiving this award for the third time. The Alathiyur unit had beenawarded "Greentech Environment Award 2020" on 11-02-2021 for its outstandingachievement in Green Belt Development by Greentech Foundation New Delhi. The Ariyalurunit had been bestowed "Special Award" for Green Belt Development for CommunityInitiatives by CII Chennai on 25-03-2021.

Manufacturing Competitiveness

The Ramasamy Raja Nagar Unit had received Gold Medal at the National Awards forManufacturing Competitiveness 2020 on 13-02-2021 organised by IRIM. The unit had alsoreceived "Special Award for Sustainability in Operations" in All India Levelfor demonstrating commitment and excellence in our journey towards improving manufacturingcompetitiveness.

The Ramasamy Raja Nagar unit had bagged one first prize and two third prizes fromMadurai Productivity Council Madurai on 18-02-2021 for its involvement in continualimprovement and new creation.

Occupational Health and Safety Awards

The Ramasamy Raja Nagar unit had received "5 Star Award" for its performancein Occupational Health Safety and Environment on 25-03-2021 from CII.

The Alathiyur unit had been awarded 5 Stars Rating in Environment Health & SafetyExcellence Level Award 2020 by CII Chennai during the 13th Edition AwardCeremony held at Taj West End Hotel Bangalore on 25-03-2021.

The Ariyalur unit had been awarded 5 Stars Southern Region Environment Health &Safety Excellence Awards 2020 by CII Chennai on 25-03-2021. The Alathiyur and Ariyalurunits had been awarded "Occupational Health & Safety Award 2020" by ApexIndia Foundation for the unit’s performance in Occupational Health & Safety on06-04-2021.

Energy Efficiency Award

The Ramasamy Raja Nagar unit had been awarded Innovative Project Award for"Transportation of Waste Heat Recovery

Steam to CPP Turbine" in the 21st National Award for Excellence inEnergy Management 2020 conducted by CII on 28-08-2020.

HR Award

The Alathiyur plant had been awarded "Golden Peacock National Training Award"for the year 2020 by The Institute of Directors New Delhi.

Quality Circle Awards

The Ramasamy Raja Nagar unit had won 21 Gold Awards at the competition conducted by theQuality Circle Forum of India (QCFI) Madurai Chapter in September 2020.

The Jayanthipuram unit had won 4 Gold Awards at the competition conducted by the QCFIHyderabad Chapter in November 2020.

The Jayanthipuram unit had won the 2 Gold Awards at the competition conducted by theQCFI Vizag Chapter in November 2020.

The Ariyalur unit had won 6 Gold Awards at the competition conducted by the QCFICoimbatore Chapter in September 2020.

In the National Convention on Quality concepts organised by QCFI in December 2020 thecompany’s units had won following awards:

a. Ramasamy Raja Nagar Unit - 16 Par Excellence and 7 Excellence
b. Jayanthipuram Unit - 4 Par Excellence and 1 Excellence
c. Ariyalur Unit - 4 Par Excellence and 2 Excellence

Shares

The Company’s shares are listed in BSE Limited and National Stock Exchange ofIndia Limited.

Investor Education and Protection Fund (IEPF)

Dividend amount remaining unclaimed/unpaid for a period of over 7 years transferred toIEPF are detailed below:

Dividend Details Amount Transferred – Rs. Date of Transfer to IEPF
Final Dividend for 2012-13 2053905/- 19-08-2020

Shares transferred to IEPF during the year under review are detailed below:

No. of Shares Date of Transfer to IEPF
18659 18-08-2020

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 – Rs.
2013-14 Dividend 28-07-2014 27-07-2021 25-08-2021 2116779 2116779.00
2014-15 Dividend 06-08-2015 05-08-2022 01-09-2022 1711023 2566534.50
2015-16 Dividend 11-03-2016 10-03-2023 08-04-2023 1677829 5033487.00
2016-17 Dividend 04-08-2017 03-08-2024 01-09-2024 1777748 5333244.00
2017-18 Dividend 03-08-2018 02-08-2025 31-08-2025 929450 2788350.00
2018-19 Dividend 08-08-2019 07-08-2026 06-09-2026 862975 2588925.00
2019-20 Dividend 03-03-2020 02-03-2027 01-04-2027 962857 2407142.50
2020-21 Interim Dividend 12-03-2021 11-03-2028 10-04-2028 14407716 1624257.00*

* Net of TDS.

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 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 2021 and of the profitof the Company 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 all applicablelaws 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 THE RAMCO CEMENTS LIMITED
Rajapalayam P.R.VENKETRAMA RAJA
24-05-2021 Chairman & Managing Director

1. Source: IMF – World Economic Outlook January 2021

2. Source: National Statistics Office; OECD

3. Source: Cement Manufacturers Association;https://www.crisil.com/en/home/our-analysis/reports/2017/09/sector-report-cement.html;ICRA report quoted in news; CARE ratings

4. Source: CRISIL rating -http://www.businessworld.in/article/Cement-Industry-Expected-To-Grow-13-By-Volume-In-FY22-Crisil-Ratings/11-03-2021-383613/;CII study -https://m.economictimes.com/industry/indl-goods/svs/cement/indias-cement-demand-to-touch-550-600-million-tonnes-per-annum-by-2025-study/articleshow/34435994.cms–

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